Growth of an Uzumaki
by HarmoniousAge
Summary: Naruto is changed after the mission to Nami. Realizing that there are people much stronger than him out there, he strives to become stronger so he can protect his precious people. Features a stronger, smarter Naruto. NaruIno eventually.
1. Chapter 1: Thoughts

_**Disclaimer: I don't own Naruto.**_

_**A/N: First Naruto Fanfic, there will probably be a few recognizable clichés in this first chapter but not too many afterword's. They're cliché for a reason, and that's because work, the ones I've used are incredibly useful for setups and that's what I've done, things will go my own route after a while. Also, note that things will seem to go quickly at the start, I don't want to piddle around on things we've all read a million times, things will slow down after the initial chapters. Enjoy!**_

* * *

Kakashi was growing a bit concerned. His admittedly loudest student was being rather quiet as of late. They were just now returning from their mission in _Nami no Kuni_ (Land of Waves), what was supposed to be their first C-Rank mission escalated from a simple escort to protect from possible bandits turned into a protection detail from a Jounin level nuke-nin (Missing Ninja). Definitely B-Rank material if not A-Rank material.

He should have turned them back around toward Konohagakure (Hidden Leaf) as soon as they ran into the Demon Brothers, but his team felt prepared to continue regardless and thus they did. They made it through alive, albeit barely in some cases, there had been a few too many close calls and now Naruto had been much quieter than his usual self, you couldn't tell if he was any different when you were talking to him as he was acting a usual on that front. However, his passive demeanor was much more subdued, and he seemed to be deep in thought which was likely considering the ordeal he had just been through.

It concerned him because he hadn't changed in the past week and seemed to be getting worse, drawing more and more into himself, he didn't know what the young Genin was thinking. If it didn't change soon, he would have to approach him to find out exactly what it was.

* * *

_Konohagakure no Sato – 3 days later_

As Kakashi correctly deduced, Naruto had been thinking lately, more than usual that is. He had come to realize a few things about himself… and he didn't like what he found. The mission to Nami opened his eyes to just how dangerous the ninja world could be, and he couldn't hold a candle to someone like Zabuza, he wouldn't even have beaten Haku if it weren't for the Fox either. He had surprised her and managed to break through her mirrors, he had a feeling that if Haku had more time he wouldn't have one so easy.

It was a cheap victory, he couldn't do it himself, and was only able to because he thought Sasuke had died, he did it in a blind monstrous rage, drawing on the Kyuubi's (Nine-tails) power. He didn't want that kind of victory, he wanted to be able to do it under his own power, and to do that he had to get stronger so he could ensure he could protect his friends and teammates, he came way to close this time.

But how could he get stronger?

As he was now, he was mediocre at best. His Taijutsu (Body Techniques) was sub-par and it needed work, a lot of work and he was rather slow as well. His Genjutsu (Illusionary Techniques) was nonexistent, he didn't have any talent in that field nor did he think he ever would. His Ninjutsu (Ninja Techniques) wasn't much either, his entire repertoire of techniques consisted of _Henge _(Transformation), _Kawarimi_ (Substitution), and _Kage Bunshin_ (Shadow Clone). Not much at all.

Even if the Kage Bunshin by itself was nothing to scoff at, it was still only on technique. He needed to improve in every area he could, but he didn't know how. The other shinobi had to have learned it from somewhere. Now he just had to find out where.

Right now, he was currently walking around the outer edges of the village on his off day trying to think of a solution to his current problem when he heard his jounin-sensei call out from behind him. "Naruto, I've been looking for you." He spun around to see Kakashi slowly strolling up to him.

"Hey, Kakashi-sensei! What are looking for me for?" Naruto asked curiously, he usually only saw the man for team meetings and missions.

"I've noticed you've been awfully quiet lately and was beginning to get worried." Kakashi inquired sincerely. "Need to make sure all my cute little genin are alright, after all."

"Oh." He had been thinking a lot lately, going over the recent events over and over in his head, maybe it was more noticeable than he realized. He began to rub the back of his neck a sheepishly, a bit of a tick of his. "I'm alright, Kakashi-sensei. I've just been thinking a lot lately, is all."

"Anything I can help with? I am your Jounin-sensei." That's right, he _was_ his Jounin-sensei, maybe he could help, it was what he was supposed to do, after all. Maybe Kakashi would be able to help him get stronger or at least point him in the right direction at the least.

"I need to get stronger." Naruto said determinedly after a moment, "I'm not very strong… and the mission to _Nami no Kuni_ made me realize just how little I match up to everyone else. My Taijutsu isn't very good at all and I'm slow too, I don't think I'll ever be able to do Genjutsu and while I think my ninjutsu is good, I don't really know very much." He continued, looking up at his sensei, "I... I don't know what to do… I want to get stronger, so I can protect my precious people. We came to close this time and I can't let that happen again."

"It takes a good man to admit his faults," Kakashi said with an eye-smile. He figured it would be something along these lines, and came prepared for this discussion, he would help Naruto where he could. Not only because he was his student, but because he was his sensei's son as well. "Knowing what you need to improve on is the first step to getting stronger and you will be able to fix everything for the most part eventually."

"Thanks, Kakashi-sensei," Naruto said with a grin before it fell slightly. "but _how _do I improve? I just don't know where to start."

Kakashi was beginning to realize that Naruto was smarter than he let on. He was asking all the right questions and seemed to be taking this seriously as well. "Hmmm, well let's take this one issue at a time," Naruto gave him a nod, and he continued, "First, for your Taijutsu, it would be wise to improve your diet a bit, ramen is good and all, but you need to eat other things too. It's not healthy to eat _just_ ramen and your need to be healthy to improve yourself significantly, okay?"

He was about to complain about the injustice to his favorite food but stopped when he thought about it for a moment. He didn't like it, he loved Ramen, but Kakashi had a point and he didn't necessarily have to drop eating ramen all together or much at all. He _did_ know how to cook a little bit, it was a necessary skill when you lived alone, he just didn't do it much. He would just cut down on ramen a little bit a eat other stuff too. He would never stop eating Ramen completely, but he needed to get stronger and that would take some sacrifices. Sighing, he agreed, "Okay, Kakashi-sensei, I understand."

"That's very good, Naruto." He was honestly surprised that he didn't complain about the suggestion but didn't show it. "Now, you should also see about picking up a Taijutsu style, something that suits you, what you have now, which is basically nothing, has too many openings. You'll be easier to take advantage of in a fight and could be killed that way, you can find some scrolls for that in the Shinobi Archives."

"Archives?" Naruto asked cocking his head to the side, this was first he was hearing about this.

Kakashi blinked before growing slightly angry, _'Of course they wouldn't tell him about the place, I'll need to speak to Hokage-sama about this.' _"The Shinobi Archives, Naruto, is the Library restricted to active duty shinobi. You'll find books and scrolls on just about anything that could be useful to a shinobi, as well as records on past and present shinobi and clans in all the villages, though you won't find everything in that department as some of it is also restricted. But most important to you at the moment is that there are scrolls on various tai, gen and ninjutsu as well."

Naruto was a bit shocked, to be honest, this solved nearly all his problems. It was exactly what he was looking for. Despite popular belief, he had no problems reading, he just wasn't welcome in the public libraries and didn't feel like making a ruckus about it all. As a result, he didn't usually bother with it and chose to do something else. If he had learned about it sooner, he probably wouldn't so many issues right now. "That's amazing Kakashi-sensei, I'll definitely be checking it out later!" he exclaimed excitedly.

"Maa Maa, it's alright. You should have been told about it when you graduated." He admitted tersely.

He frowned, "So its another thing that was kept from me because of the Kyuubi?" Kakashi just nodded, and he sighed. "At least I know now."

"Yes at least there's that, let me know whenever you think you're being kept from something you're entitled to, don't worry about causing any problems, it'll be their fault." He cleared his throat, "Back onto topic, just make sure you bring your Hitai-ate (Forehead Protector) for identification, you'll only be allowed on the lower floor for now because of your rank, but that shouldn't be much of a problem at the moment, you'll get access to the rest if you rank up. Oh, almost forgot, the archives are located on top of the Hokage monument. Got that?"

He nodded. He had been up there plenty and had a pretty good idea which building it was now that he thought about it.

"Now, I don't think you'll be able to use Genjutsu. You simply have too much Chakra and Genjutsu takes high levels of chakra control, more than you would be able to achieve, it's not worth the effort in any case. The best you can do is learn to identify and dispel it, I'll help you with that during our training sessions, it might take a while though."

"Okay, Kakashi-sensei." He didn't expect much else there, and Genjutsu wasn't his style anyway.

"Now, Ninjutsu, you need to work on your Chakra control so pick up some books on that to help. Since you have so much chakra It'll be harder to use some techniques and easier to use some others, but with better chakra control it'll be even easier all around and you won't waste as much when you use techniques, it'll also further increase your reserves though you have plenty already."

He debated on the next subject but the only reason that most people didn't learn it until later was that the training used a lot of chakra and that wasn't a problem here. "After that, you'll want to work on elemental manipulation." Upon saying that, Kakashi pulled out a few strips of paper. "This is chakra paper, if you channel some chakra into it, you'll be able to tell what your chakra affinity or affinities are. For _Katon _(Fire Release), it'll burn, For _Suiton _(Water Release), it'll get wet, For _Doton _(Earth Release), it'll crumble into dust, For _Raiton _(Lightning Release), it'll crinkle up, and for _F__ū__ton _(Wind Release), it'll split in half. I'll show you."

Kakashi held the chakra paper in between his fingers and after a moment the paper crinkled up into a ball and then started to turn to dust on the edges. "So, you have a _Raiton_ and a _Doton_ affinity, Kakashi-sensei?" Naruto deduced, he was interested in this, he knew about the elemental techniques and love to learn some.

"That's right, I developed the Doton affinity after a while, but I can use any affinity If wanted to, anyone can, they'll just have to use more chakra than someone that has an affinity for it. It's also harder to do so, although my _Sharingan _(Copy Wheel Eye) makes molding different elemental chakra much easier. It'll be a bit easier for you because you have so much chakra, at least after you get used to molding the chakra. Now you try."

Naruto took the piece of chakra paper and focused on channeling his chakra into it, eventually the paper split in half before dissolving completely into water. Kakashi's visible eye widened slightly. "So, I have a _Fūton_ and a _Suiton_ affinity, right?" He asked excitedly.

"That's right, Naruto." Kakashi eye-smiled, _'To think he would have two affinities right of the back too._' "It's quite rare too, not very many people have _Fūton_ affinities around here, it's also the most difficult to learn how to control so you might need to ask someone for some advice. The only one of the top of my head that I know of is Sarutobi Asuma, Team Ten's Sensei, so ask him for help if you run into trouble with it. Water should be much easier as its somewhat common you also have a very strong affinity for it." _'Like Kushina'_ he added mentally, "Having two affinities right off the back is rather rare too, so congratulations. This is also technically a Jounin level training exercise but doing it now well make using ninjutsu easier, and that much more powerful, and with your chakra, you shouldn't have any problems."

"Okay, Kakashi-sensei. I know I can do this. Thanks for the advice, is there anything else?" he asked quickly, he was ready to begin but wanted to know if he should do anything else first… He needed to get stronger.

"Hmm…" _'Maybe that training method could work for him?'_ Kakashi mused, "Oh, well there are a few things I think that should help you, its something that only you should be able to do as well."

"What is it?" Naruto asked curiously.

"I want you to use your _Kage Bunshin _when you're training anything that's not directly related to building muscle. The _Kage Bunshin no Jutsu_ was originally supposed to be used for spying and infiltration because the memories of the clones return to the original, or in this case you, so for every clone you use you reduce the time needed to learn something by half. This should speed up the process for you allowing you to do years of training in a matter of days. Nobody really uses this training method because the chakra requirement is tremendous and not many people can make very many clones and also have them be effective."

Naruto was stunned, to say the least, and now that he thought about it, he could remember when the clones he made died even if wasn't close or he couldn't see it when it happened. How did he miss this, he needed to pay more attention! The advantages of this were tremendous, he could do things so much faster this way. "This is… It's great, Kakashi-sensei, thanks for telling me this!" The possibilities for this was running through his head, and he already had some very useful ideas.

"Maa Maa, it's fine, but one more thing, Naruto." For the good of everyone, he had to take the opportunity to eliminate a terrible blight from the earth.

"W-what?" The look on his sensei's face was concerning him slightly.

"Lose that mon-… outfit as well." Kakashi said seriously while pointing at said outfit. He quickly continued when he noticed the look on his student's face. "Now, I know you like orange, but it's also way too bright, maybe some orange accents but that jumpsuit is way too much, plus it looks horrible. It needs to go. Find something more suitable to a shinobi."

Naruto thought about what his sensei had said, he was going to protest but after listening to what he said he had to admit that Kakashi had a point. He knew it didn't look very good either and that he should find something better, but he liked it, he liked orange and it was comfortable, he would see about something new but…

"I'll try to find something else, but there's one problem…." He trailed off and then mumbled the last bit. He was still a bit embarrassed about it.

"What was that, Naruto?"

He took a deep breath before responding, "I said that I have trouble shopping in most stores, they kick me out, probably because of my... tenet. You know how most people are." He finished bitterly. He had accepted his situation but that didn't mean he liked it.

"Ah…" Kakashi had forgotten and was having trouble controlling his anger, _'idiots…'_ unfortunately not much could be done, he calmed down and gave what little he could, there was at least one shop he knew would discriminate, "Well, I want you to try and find a store called 'The Broken Kunai', you shouldn't have any problems there. Don't be put off the name either, their wares are good quality, its where I do a lot of my shopping.

Naruto smiled at him, "Okay, Kakashi-sensei, I'll check it out… I've got to go, Kakashi-sensei, I'll see you later, Thanks for everything." He then took off into the trees, heading off to find the Shinobi Archives.

Kakashi stood there, watching his student take off. _'He'll make you proud, Sensei' _He thought to himself before disappearing in a _Shunshin_ (Body Flicker).

It didn't take very long for Naruto to find his destination. He was used to going to the top of the monument to look over the village and the Archives was one of the larger buildings up there. Once there he was signed in by the on-duty chunin at the front and given a level-1 access clearance card, giving him access to anything on the first floor of the building. He was told higher clearance would be given if he rose to a higher rank or was given access by the Hokage.

The process was surprisingly easy if a bit professional, he would have liked to have immediate access to the high-level stuff but understood enough to know that he needed to take everything one step at a time. _'Now, where to start? Kakashi sensei said I should improve my taijutsu and chakra control first.'_

Naruto then began his search over the next four hours, using clones to spread out and search faster. The scroll on chakra control exercises was easy enough but finding something for taijutsu is what took a while. Nothing connected enough with him, just looking through the scrolls he could tell they weren't right, but he kept on looking, and just when he was about to give up for the day, he found something. The Hummingbird style of taijutsu utilized to speed and strong precise strikes and counterattacks, even to the point of later using ninjutsu like the _Shunshin no Jutsu_ in conjunction with the style to further increase speed. He felt a strong connection to it immediately and made his decision immediately.

He then checked out the two scrolls before leaving for the day, he would read through them tonight before beginning his new training regimen the next day.

* * *

_Training Field – 1 week later _

Naruto had been spending all his free time in between missions and team meetings training for his taijutsu and improving his chakra control, as well as improving his diet in the meantime as Kakashi-sensei had recommended. The progress on his taijutsu would be slow as he needed to physically condition his body for it as well as increase his speed. He wanted to get a set of chakra weights soon as well to help. He couldn't do too much as of yet beyond following the basic exercises and training regimen until the conditioning began to show results.

His chakra control had improved vastly over the week with him using his clones liberally, speeding up the process. The scroll he had found in the archives had several tips for people with large chakra reserves like himself. He definitely had a lot of chakra and that wasn't even considering the Kyuubi either. Now he could literally feel the difference in his chakra, and he hadn't even started with the more extreme exercises yet. To help further he was also meditating as well to help him better sense his chakra and examine it as well. His chakra in a word was dense, and with the pure amount he had, it made that even more incredible.

The improved control and better feel he had for his chakra would make using Ninjutsu much easier as well. Beyond that, he could feel _something_ about his chakra like there was something more to it, but he could tell _what_ it was just yet.

For now, he felt his chakra control was good enough that he could begin to work on elemental manipulation, as he had completed the basic chakra control exercises. He had found some scrolls on _Fūton_ and _Suiton_ training exercises a few days previously and was ready to try them out. So, deciding there was no time like the present he made 200 clones and had them split up and get to work on the exercises.

* * *

_Konohagakure no Sato – The next day_

Naruto was letting his clones continue the elemental training that he started the previous day while he went out to do some shopping. Kakashi-sensei had practically ordered him to get a new outfit and as much as he liked the current one, he was forced to acknowledge that it wasn't doing him any favors, beyond his own personal color preference. He would need something more suited for a shinobi, the last thing he wanted was to get him or his teammates killed because personal preferences stood out too much. That was the real sticking point for him and made the decision to make the change much easier.

It didn't take too long to find the shop Kakashi mentioned, it was a small unassuming shop with a simple sign depicting a kunai with a crack running through it. It didn't look like much, but Kakashi said that their goods were good quality and they wouldn't treat him unfairly. Besides, if they were good enough, they didn't need to flaunt themselves to get customers. Shrugging he stepped inside, the door swinging shut behind him.

Looking around, his jaw nearly dropped. The place was filled with all kinds of weapons, everything from katana's, maces, broadswords, spears, and anything else weaponry lined the walls. Which wouldn't be unusual in this type of store, but the sheer amount was staggering.

"Hello, can I help you?" a distinctively female voice asked from his left. He turned around to see a girl about his age wearing a pink sleeveless qipao-style blouse and dark green pants. She had brown eyes and brown hair in two Chinese-style buns on her head with two short bangs framing her face with a Konoha Hitai-ate on her forehead, which he took notice of.

"Oh, Hi! You're a ninja?" he asked gesturing to her Hitai-ate.

"Yep, for a little over a year now." She stated proudly, "I'm Higurashi Tenten, my dad owns the store, and I help out in between missions and training."

"I'm Uzumaki Naruto. I just graduated a few months ago, though. I'm looking to get a new outfit, my Jounin-sensei suggest I should change and told me to come here."

"I can see why. What made you decide that thing was a good idea?" she commented dryly with a raised eyebrow.

He took on an affronted look, "Hey! I happen to like orange… and it's comfortable… However, I know its too bright for a Shinobi, I also had trouble finding anything better than this either before now." He defended lamely.

"Well… at least your changing it now." She then gestured to a section of the store. We have our shinobi-wear over there, let me know if you need help."

"Okay. Thanks, Tenten." He then went over and began to look for something suitable for him to wear. He wanted something lightweight and maneuverable, but something durable as well. After looking around for a while, with Tenten helping find something here and there, he eventually went with a tight, black sleeveless shirt with a burnt orange swirl on the back over a long-sleeve mesh-armor shirt, with black shinobi pants and sandals.

He also had Tenten change the cloth on his Hitai-ate to black to match the rest of the attire and he found some of the fingerless gloves with the metal plate on the back of the hand with burnt orange trim along the bottom. He had gone with black because of the contrast it had with the little bit of orange he still had, and plus the primary issue before was that his outfit was too bright, so he wore the darkest color the was to fix that.

"Wow, you look so much better now that you're out of that monstrosity," Tenten said once he came out of the changing room. He scowled when she called his jumpsuit a '_monstrosity'. _Why did everyone hate it? "Will you be getting anything else?" She asked after a moment.

"Hmmm… I'll take two more sets of what I'm wearing minus the gloves and sandals, a set of Shuriken and Kunai… a spool of ninja wire and… and a set of chakra weights." Naruto tacked the last one after he remembered that he wanted to get them at the last second.

"Alright then, give me a minute…" She quickly gathered everything along with few extras and set them on the counter, "Everything will come out to 6,800 Ryo, we're having a little promotion at the moment. Any purchase 5,000 or more and you get some basic _Fūinjutsu_ (Sealing Techniques) materials." Well, that was interesting, he might look into learning a bit about it. He didn't know much beyond that it was how storage scrolls were made, but he also knew it was how the Yondaime sealed the Kyuubi inside him. Something like that should be worth learning at least a little of and he had intended to have at least a cursory glance into the subject anyway.

Little did Naruto know just how much that decision would affect him.

"That's great, thanks for the help." He quickly forked over the required funds and Tenten sealed everything in a storage scroll for him. "Maybe, I'll see you around Tenten" He tossed a waved over his shoulder as he left.

* * *

_Konohagakure no Sato – 5 days later_

For the most part, his Elemental training was going well… at least when it came to the _Suiton_ manipulation. The _Fūton _manipulation wasn't going as near as well. He was able to create a small cut in the leaf, but he was having trouble doing more than that. Even with a hundred clones all working on it, the process was painstakingly slow. The instructions were to make his chakra sharp and thin; he knew he was doing that correctly; he could feel it in his chakra. His ability to visualize his chakra had only increased in the meantime as he continued the chakra control exercises.

On the other hand, the _Suiton_ manipulation was coming along great, surprisingly so. The exercise itself was to manipulate the surface of a river or lake to rise with your hand until he could do it seamlessly and barely thinking about it. The best way to describe _Suiton_ chakra was, in a word, flowing. But at the same time, it could also be wild and violent, a force of nature…

…a _maelstrom_.

His control over it was also surprising as well. The first day there was little to no progress, but on the second day it was like something just clicked and it became much easier. Now he was able to manipulate the water freely and he didn't need to concentrate as much do so, it still needed some work. It annoyed him though that while the _Suiton_ training was going so well, the _Fūton_ training wasn't getting much of anywhere.

That why he now found himself looking for Team Ten so he could find out if Asuma-sensei could help him out in any way. It didn't take him too long as he found them and at, not ironically, Training Ground 10. Shikamaru was sitting with Asuma with a board between them, Asuma looking quite frustrated, Choji and Ino were sitting on the grass, the former munching on the ever-present bag of chips while the latter looked rather bored.

"Asuma-sensei!" he called out as he ran up to the group. "What's up, guys?" he said with a small wave to the others.

"Hey, Naruto. Not much, Shikamaru was just playing Shogi with Asuma-sensei. What's up with the new clothes?" Choji asked between munching on his chips.

"Yeah, I was wondering too, I hardly recognized you," Ino spoke up form his side. She had never paid much attention to him in the academy, and only spoke to him a few times before, but she was having an admittedly difficult time not doing so now, he actually looks _good_ now.

"Hmm… Oh well, it was time for a change, I guess. The orange was too bright and wasn't doing me any favors anyway." He had come to terms with how bad his old jumpsuit really was after he noticed a change in the looks, he was getting around the village. Plus, it helped that a lot of people didn't even notice him or recognize it was him.

"No, it was not." Ino agreed, "This is definitely an improvement over… whatever that thing from before was." That jumpsuit was a crime to fashion and should have never even existed, it wasn't even the orange, at least not entirely.

Shikamaru, lazy as ever, finally chose to speak up, "It's about time you got rid of that thing, we've been telling it looked horrible for years. What are you doing here, anyway? I doubt it was to come and show off your new clothes" he drawled.

Naruto grinned at the lazy Nara, "Hey, Shika. I know, I just didn't have very many options for clothes before. As for why I'm here, I needed to ask Asuma-sensei something."

Asuma who had been listening to their conversation, glad to have a break from losing to Shikamaru at shogi, raised an eyebrow at this, "What would you have to ask me? Kakashi's your Jounin-sensei, I'm sure he could help you with whatever it is."

Naruto shook his head, "Nope, not with this, unfortunately. Actually, you're probably the only one who can help me. I have a _Fūton_ affinity and I'm working on my elemental manipulation a bit. Kakashi-sensei said you were the only one in Konoha he could think of that had one. I have a _Suiton_ affinity too, but one's coming along fine, great actually. I can't seem to get anywhere my _Fūton_ training though."

Asuma whistled "Elemental manipulation, eh. Not many people start that this early, you do know this is supposed to take years to master, right."

"Yeah, that's what the scroll said but I've been using my _Kage Bunshin_ to help… I want to get stronger and fast too, so I'm going to do everything I can to get there." Naruto proclaimed with a determined look on his face.

Ino was confused by his statement. "How is that supposed to help, and I thought you couldn't _Bunshin no Jutsu_ (Clone Technique)?"

"I can't, I simply have too much Chakra to make a normal _Bunshin_, but I can make _Kage_ _Bunshin_. Unlike normal _Bunshin_, Kage Bunshin are solid and have their own chakra circulatory systems and I can make hundreds, maybe thousands, if I wanted, although they only take one good hit to dispel." Naruto explained and found it hard not to laugh at their gob-smacked expressions. "As for how it's supposed to help, the memories of the _Kage_ _Bunshin_ are returned to the original when they're dispelled. I can effectively cut the learning time for anything by half for each clone I make. I can learn something that would normally take months, in a week or something that would usually take years in a month."

The three genin of team 10 looked to their sensei, who nodded, "He's right, and from what I've heard about him is true, and he can make that many clones, he could learn anything in a miniscule amount of time compared to the usual."

"Alright, so now that's cleared up. You think you can give me some tips or something, Asuma-sensei?" he asked.

Asuma nodded before standing up pulling out one of his trench knives and holding it up to the blond. "What I do when molding _Fūton_ chakra is Imagine my chakra grinding against each other in opposite directions, while making it as sharp and thin as possible." As he said this, Asuma channeled wind chakra into the blade which began to glow a bluish green. "These knives are made of a special chakra conductive metal that make them easier to channel and retain chakra through them, and _Fūton_ chakra is just about the sharpest thing there is."

He then went on to prove that statement by throwing the knife through a nearby tree and then into a boulder behind it. "That was awesome, Asuma-sensei. I have to be able to do that! I think I've got the general idea now. It shouldn't take too much longer to get it now. If you'll excuse me guys, I need to try this out. Thanks for the help, I'll see you around." Naruto then gave a short salute before proceeded to burst into smoke, showing that _he_ was actually _Kage Bunshin_ the whole time. The three teens were surprised by the action.

"Umm… Why did he… That was a clone, wasn't it?" Ino asked.

"Yes, it seems it was," Asuma confirmed.

"Troublesome…" Shikamaru muttered before turned back Asuma, "It's checkmate by the way."

"What?" he looked down at the board, "Maybe I can…"

"Nope."

"But… Ugh, you're only thirteen, you'd think I'd won at least once by now." He grumbled under his breath.

* * *

_Hokage's Office – 2 months later_

Sarutobi Hiruzen, the Sandaime Hokage (Third Fire Shadow), looked around his rather large office which was rather full at the moment. At the moment a good many Jounin and several Chunin were present, only waiting for one more arrival. As usual, unfortunately, the person in question was nearly two hours late. Eventually, the door opened to reveal the form of Hatake Kakashi.

"Sorry I'm late, Hokage-sama, a black cat crossed my path and I had to take the long way around." Nearly everyone in the room sweat-dropped at the terrible excuse.

"Well… ahem… Now that you're here we can begin." He didn't even bother a reprimanding the man as it never did any good anyway" The Chunin exams, as many of you know, will be taking place in Konoha a week from now…" What followed was a general debriefing on who would be participating, increased security protocols, any unusual factors, etc. "Now I will ask if any of the current Jounin-sensei wish to nominate their Genin for the exam."

Several Jounin nominated their teams until a strange man wearing a green spandex jumpsuit with a bowl cut and extremely large eyebrows stepped forward, "Maito Gai nominates the Most Youthful team of Rock Lee, Higurashi Tenten, and Hyuga Neji for the Chunin exams!" Many of the people in the room sweat-dropped at his enthusiasm.

Then a rather beautiful woman, with black hair, and startling scarlet eyes stepped forward, "Yuhi Kurenai nominates Team 8, consisting of Aburame Shino, Hyuga Hinata, and Inuzuka Kiba for the Chunin exams." She said professionally.

Next Asuma stepped up, "The Sarutobi Asuma led, Team 10 of Akimichi Choji, Ino Yamanaka, and Nara Shikamaru is nominated for the Chunin exams.

Surprisingly Kakashi then stepped forward, "Team 7 under Hatake Kakashi, Uchiha Sasuke, Haruno Sakura, and Uzumaki Naruto is also nominated for the Chunin exams.

"Now wait just one minute!" Umino Iruka spoke up from the side. "These kids are rookies right out of the Academy, they aren't ready this!"

"If they weren't ready, we wouldn't have nominated them. They've improved." Kakashi defended.

"They've barely been in the field for six months, how can they be ready, these exams are dangerous!"

"It doesn't matter." Kakashi declared giving Iruka a pointed look, "Don't think I don't know why you're so opposed to this, I know of your attachment to Naruto, but they're not your students anymore, they're my soldiers."

"They're too young…!"

"Enough!" Hiruzen broke in, causing Iruka to back off, "Iruka-kun, Kakashi is correct, trust in their Sensei's judgment. They wouldn't have put them forward if they didn't have faith in their abilities. Now if that is all…" He took a moment to see if anyone would speak up. "Dismissed!"

* * *

_**Thanks for reading, let know if you see any mistakes and I'll fix them as quick as possible. I'm not making any promises on the next chapter but expect anywhere from a couple of days to two weeks, although I'll try to get them out sooner. R&R.**_


	2. Chapter 2: Chunin Exams

_**Disclaimer: Forgot this last time I'll go back and put it in, but anyway: I don't own Naruto.**_

_**A/N: Wow I'm very pleased with the response to the first chapter. Thank you to all you favorited and followed. Thanks for the reviews as well. I'm hoping this story will live up to your expectations, though I suppose it won't for everyone. Regardless, I hope it turns out enjoyable to everyone. This chapter will be quite close to cannon, but the differences will really begin to show by the next chapter. I'm also taking any issues or suggestions that were given in the reviews into count, and all I can say is to be patient, as not everything is as it appears. Look underneath the underneath if you will.**_

* * *

Naruto was currently waiting with his teammates for Kakashi-sensei on the usual bridge they all met up at, and as usual, Kakashi was late. The past two months had been quite productive in his own opinion, his training had borne fruit and he was stronger than he was before, he could feel the difference in his body… and in his chakra. In the process, he had also begun to change as a person, while also being more intelligent than he was before.

He had been sending a few clones to the archives nearly every day since he found out about the place to read up on whatever they could get their hands on, anything helpful or merely interesting was read and absorbed. Now, he wasn't a complete idiot before, despite his disposition to act like one, but that was more for attention than anything else. Regardless of that, he was never secretly a genius, he was more average than anything, he just never tried and fell into the ruse of playing the idiot.

He wasn't a genius now either. Yes, he was more intelligent and knowledgeable than before, that's what happens when someone absorbs copious amounts of information over a short period of time. Most of it being general knowledge, chakra theory, and advice on tactics and various other things. He had improved, but he still had a long way to go and would strive to continue improving.

Naruto had also tried to improve relations with his team, the key word here is _tried_. Things really hadn't changed from before, Sasuke continued to brood and ignore everyone else when they weren't on missions. He had thought things might have changed after the bonding they had gone through in _Nami_, but things took a backstep when he awakened his Sharingan. As with Sakura, she would also ignore him in favor of fawning over Sasuke as usual, which was ignored by the Uchiha, and she would end up yelling at him or hitting him for no clear reason anytime he tried to talk to her.

He had thought maybe the change in attire might change things, or at least they might take him more seriously as he noticed from several others. However, Sasuke had just narrowed his for a moment before turning away without so much as a word. Sakura just accused him of attempting to look cooler than Sasuke to garner her attention, which was ridiculous. _Both_ of them were beginning to grate on his nerves, you would think that being on a team and spending time with each other every day would help them get along. But things hadn't gotten anywhere and might have even regressed instead, it didn't make any sense.

On one hand, he was disappointed about it all, disappointed in the both of them and that he hadn't made progress with them. On the other, he was pissed at them not putting any effort to improving as a team, while he was trying so hard to do so and improve himself at the same time, so he could protect both of them if needed. He was trying hard, even going through the effort of curbing his more annoying tendencies, which was more difficult than he anticipated. Although, it should have been expected when one was his not-so-secret crush and the other was someone he had always considered his rival.

Kakashi though had seemed to turn over another leaf as a sensei, he was much more helpful, and Naruto felt he had grown closer to the silver-haired shinobi. Like he had promised, he had helped him learn how to recognize when he was trapped in a genjutsu and taught him how to break himself out of one as well. The man had also helped him improve his form with his Taijutsu style, which Kakashi was familiar with somehow, and gladly helped him through spars and several tips.

Naruto broke from his thoughts and stretched before leaning back against the railing of the bridge. Unfortunately, Kakashi was still his lazy and perpetually tardy self, He was honestly getting tired of always waiting for Kakashi to show up and was debating starting to pull a Kakashi himself and show up late. He was always exactly two hours late so as long as he was there before him, he would be fine. _'Then again, it could be risky, what if Kakashi actually showed up on time… or early…'_

He snorted at the thought, earning him odd looks from his two teammates, who were standing across from him in a similar position to himself. The mere thought of Kakashi being early was utterly ridiculous, he couldn't even fathom the idea.

Eventually growing bored he dropped down into a seiza position so he could meditate. He had been meditating more and more often over the past two months. Where originally, he only did it to get a better feel of his chakra, he now did it because of how relaxing it actually was. In the process he had gotten better at examining his chakra as well, which was both very intriguing and frustrating, he could tell that… something was there, he just couldn't for the life of him figure out exactly _what _that was.

It was driving him _freaking_ insane; he felt that he was missing something, and it wasn't the Kyuubi's chakra either, he _had_ found that and accidentally drew on it once before slamming it back. He did _not _like it at all, it wasn't that it felt evil, it was the pure primal feeling it produced and that scared him a bit.

Taking a long, deep breath, he put a hand in a half-ram seal and focused his chakra outward. His examinations had uncovered one thing at least, it seemed that he had some kind of sensor ability or at least he thought he did. It wasn't anywhere near complete or reliable yet, in essence, he could do three things with it at the moment. First, it enhanced his senses and awareness to the area around him, while his senses had always been good this just enhanced them. Second, he was able to feel any chakra around him as well as identify its signature. Finally, he could gain a better understanding of the environment and area around him in a much broader spectrum.

Unfortunately, it was _very_ rough, and underdeveloped too, and took an insane amount of concentration to get much of anything, and he wasn't known for his patience. He only got the bare basics of those aspects, it took time for him to gain a good feeling for any of it, and once he was able to, it was… blurry or dull. Not to mention it was all very new and confusing, he didn't know what to make of it just yet so he had been practicing with it so he could get used to the new senses.

He was only beginning to get anywhere, and that was with his ability to detect and recognize chakra signatures, though the progress was only minimal he was getting somewhere. After a while, he managed to pick up on a familiar signature sitting in the trees nearby. _'Well, there he is._' Grinning he turned and called out, startling his teammates, who had been wondering what he was doing, "Kakashi-sensei, come and join us!"

The silver-haired Jounin immediately appeared between the three genin in a gust of wind. "Yo, Naruto… Mind telling me how you knew I was there?" Kakashi asked genuinely curious, he had made sure to mask his presence while he observed his team. He was hoping they might start to get along better soon as they seemed to have grown distant from each other, especially Naruto, but not for a lack of trying.

Deciding to be honest with the Jounin, he answered him, "I think I picked up some kind of sensory ability recently while messing around with my chakra and I was practicing using it when I managed to recognize your chakra signature."

Kakashi blinked in surprise before giving him an eye-smile, "That's a very unique ability, Naruto. It should prove especially useful to you and any team you're a part of, you've improved a lot recently." Sasuke and Sakura seemed to even more surprised than Kakashi was at the revelation.

Naruto rubbed the back of his neck sheepishly, "Thank you, Kakashi-sensei, I'm aware of its uses and how important it could be."

"'Could'? Not 'is'?" Sakura asked, "How do you even just pick up something like that, anyway?"

"Yes, could. I only just found out about it, Sakura-chan. It's not very developed, things are blurry and confusing and hard to make out at times. As for how I picked it up, I don't know how exactly, I was just meditating one day, looking into my chakra and I found my senses had increased beyond the usual."

"You… meditate…?" she asked incredulously.

Naruto raised an eyebrow. "Yes, what else would I have been doing for the past half-hour." She just shrugged in response and Naruto turned back to Kakashi. "Well, anyway, it's not field ready yet. It requires intense concentration at the moment and I'm just not used to it yet, in the first place."

"Don't worry about it," Kakashi waved him off, "We don't need it right now, despite how useful it is, not that we won't take advantage of it once you can do it effortlessly. You'll get better with time and practice; natural sensors are rare, but the skill still takes time to master and use effectively."

"I know, so expect me to put the maximum amount of effort into improving at this, it's too useful not to. I'll let you know when it's useable."

"That's good…. Now for what I have for you today." He then pulled out several sheets of paper, gaining inquisitive looks from the genin. "I've nominated you three for the upcoming Chunin exams which will begin this Friday. Though you have the option of deciding to compete or not."

This revelation shocked the three genin, leaving them speechless for a moment. Eventually, Naruto broke out of his stupor, a large grin spreading across his face. "This is great, Kakashi-sensei! Time to show them what we're made of. I'm in!"

"Are you sure we're ready for this, Kakashi-sensei?" Sakura asked.

"You've all improved and though you all could get along more, you still work together when it's needed, I have faith that you three can do it. That's why I nominated you in the first place." He said with his trademark eye-smile.

Sasuke also felt that he ready, he needed to get stronger so that he could kill… _him_… and becoming a Chunin would only help him do so. For him there was no hesitation, he would compete. "I'm in, too."

Sakura wasn't as sure as her two teammates, there was no question in her mind that Sasuke was stronger than her, and she had to acknowledge that Naruto was stronger than her too, not even counting his recent changes, which confused her. She originally thought he was only trying to impress her by changing his attire but now she wasn't so sure. He was a bit quieter than before and would often leave immediately after missions and team-training to who knows where.

However, she wanted to impress, Sasuke-kun and felt she had improved enough. Plus Kakashi-sensei had said she was ready for it… "I think I can do this too. I'm in as well."

They all signed their forms and gave them to Kakashi, "I'm sure you'll all do great, I'll turn these into Hokage-sama. Use this next week to prepare for the exams and be present in room 301 in the academy at nine a.m. on Friday." With that, they all went their separate ways in order to begin preparations for the exams.

* * *

_Streets of Konohagakure no Sato – 3 days later_

Naruto wasn't having a good morning. First, his hot-water had gone out and he was forced to take a cold shower, not completely new to him seeing it wasn't the first time it had happened, far from it. Then he had _somehow_ lost one of his sandals and it had taken him nearly an hour to find the thing. He had thought that maybe things would be fine from there, but then he had run into his female teammate and found himself in the current situation.

Konohamaru, who he had also run into shortly before Sakura showed up and had managed to piss Sakura off by insinuating that she was his girlfriend, which Naruto wouldn't usually mind all that much if it weren't for the fact that she was now trying to murder the both of them.

He was following behind Konohamaru with Sakura chasing a short distance behind, yelling obscenities at them. Eventually, Konohamaru rounded a corner after exiting an alleyway only to bump into someone else.

"Ow, you brat, that hurt!" an angry voice exclaimed as Naruto rounded the corner and he stopped, as did Sakura when she realized what was going on.

"Hey let me go!" A boy, who was maybe a year or two older than they were was holding a struggling Konohamaru up in the air by his shirt. He was wearing a full-body black jumpsuit with a cat-like head-covering, he also had purple markings that looked to be paint covering his face and had a Hitai-ate on his forehead with an hourglass on the plate, the symbol of Sunagakure. (Hidden Sand)

There was also a strange, large, bandage-wrapped object on his back. Standing behind him was a girl, maybe a year older than him, she had teal eyes and had her sandy blonde hair gathered into four short, pig-tails. She wore a single light purple, off-the-shoulders garment, with a scarlet sash tied around her waist. As well as mesh armor worn over her shoulders and legs, as well as on her right calf and her left thigh. She had a Sunagakure Hitai-ate around her neck and what Naruto recognized as a large battle fan on her back.

"Why would I do that, you bumped into me, I should hurt you for that." The strange boy threatened.

Seeing enough, Naruto intervened. "Oi, makeup boy! I would put him down if you." The girl giggled at the makeup boy comment.

The boy immediately turned toward Naruto, "Who the hell, are you! And it's not makeup dammit, it's warpaint!"

Naruto raised an eyebrow, one of the many things he had taken into practice with is studies, was the art of enraging an opponent to make them easier to take advantage of as well as keeping calm himself, though he was still getting the hang of that. After all, you don't necessarily think clearly when angry, and he had seen where that got him. "Really… well, you can call it whatever you like, but it's still makeup, you probably just stole it from your sister anyway. Anyway, you should really put him down."

The boy looked ready to kill, but managed to contain himself, though his face was nearly entirely red in anger and embarrassment, "Why would I listen to you."

"Well, I don't know about you, but foreign shinobi coming into our village, for any reason, and roughing up the Hokage's Grandson… How do you think that looks?" His face went immediately from red to as white as a sheet. The implication of that statement setting in, he immediately dropped Konohamaru, who ran behind Naruto to hide behind his legs.

"You idiot!" the girl snapped at him, "You could have gotten us into big trouble."

"How was I supposed to know he was the Hokage's grandson!" he defended.

"Wait." Sakura cut, drawing their attention, "What are Suna Shinobi doing here anyway?"

Naruto rolled his eyes at the question, even he realized why they were here, "The Chunin exams, Sakura-chan."

"Oh," she replied meekly. Though internally she was pissed that Naruto made her look stupid.

"Who are you again?" The blond girl asked.

"I never said, but I'm Uzumaki Naruto, the pink haired girl is my teammate Haruno Sakura, and the one hiding in the tree over there is my other teammate Uchiha Sasuke." Naruto gestured to said tree to see Sasuke watching them and looked quite put out at being discovered and by Naruto no less.

"Sasuke-kun!" Sakura exclaimed when Sasuke jumped down to join them.

"Hn." He grunted and looked toward the blond girl. "…and who are you?"

"I'm Temari, and the idiot here is my brother Kankuro." She said bluntly.

"Oh, so you did just your sister's makeup, I was just saying that, but I didn't know she was actually your sister." Naruto provoked the newly named Kankuro, Naruto had grown to enjoy, messing with people, as it was very entertaining and served as good practice.

"Dammit! I told you it's not makeup, It's warpaint!" Kankuro yelled loudly.

"You're a disgrace, Kankuro. Shut up before I kill you." A flat, monotone voice spoke up from the tree Sasuke had just vacated a moment ago.

They all turned to see a boy their age hanging upside down from a tree branch with short, spiky red hair, he had black rings around his teal eyes reminding Naruto of a raccoon and the Kanji for 'love' (愛) on the left side of his forehead. He was wearing a black bodysuit with short sleeves; mesh armor could be seen coming out further from them. He also wore a white cloth over his right and has a wide leather band from his left shoulder to which carried a large gourd. His Hitai-ate was wrapped around the band.

Naruto hadn't seen him, he'd only found Sasuke because he hadn't begun to be more observant at all times, another thing he had learned in his studies. If you weren't paying attention to your surroundings, you could be easily ambushed and killed. This guy must have been hiding well.

"G-Gaara…" Kankuro stuttered, he looked afraid of this Gaara, Temari looked afraid of him as well. Gaara then disappeared in a swirl of… sand? Only to reappear in front of them.

'_Shunshin?'_ Naruto thought, only to cut his ponderings off as he felt the chakra coming off of him. _'This chakra… it's...' _It was dark and unnerved him and he couldn't help but take an involuntary step back. The chakra was also familiar to him, but he couldn't pinpoint exactly why just yet.

"Who are you?" Sasuke asked from his side.

He turned stared at him for several long seconds "Sabaku no Gaara. (Gaara of the Desert)" he said in his flat monotone. Gaara proceeded to turn away from Sasuke, who looked irritated at being ignored and faced Naruto. He stared at him for a minute before finally speaking, "You… Intrigue me." He said slowly, "You will prove my existence." He continued with a hint of bloodlust that unnerved Naruto.

Gaara then turned around and without another word, walked off, prompting him to turn to the wide-eyed Temari and Kankuro. "Okay, what the fuck was that I'm guessing it's not good?" he said bluntly, causing his teammates to sweat drop at the Crass response.

"Nope, you're probably gonna die," Kankuro said with an air of assuredness.

Naruto didn't appreciate that he seemed to think he would die so easily, "We'll see." Naruto responded dismissively in a terse fashion, in the past Naruto might've thrown a huge fit in response to such a statement and honestly still wanted to, but he had been working on controlling his emotions and had learned when and when not to have an outburst, though it was hard sometimes. "We'll be seeing you in the Chunin exams, good luck, you'll need it, makeup boy," Naruto said as he turned to leave. This encounter had pissed him off and he needed to go blow off some steam. He was headed off to train earlier anyway.

* * *

_3 days later – Friday – Academy _

Naruto was currently heading to meet with his teammates so they could enter the Chunin exams. He didn't know too much amount the exams, as they were only described in general terms when he read about them. He knew that it was traditionally separated into three different exams, each testing the shinobi participants in the different areas of the shinobi arts, however, each village did things differently. He was also aware that the exams were very dangerous as well.

Regardless, Naruto thought he was ready, his training had begun to show his progress, at the very least this would allow him to just how much he had grown. He had been practically training himself into the ground in an effort to improve himself, to become strong enough to protect those precious to him. He had changed as a person in the process; he knew that much, and he hoped he had grown significantly stronger in the process.

He spotted his teammates waiting in front of the building as he arrived. He grinned, _'It's time.' _"Yo, Sasuke, Sakura-chan. You guys ready for this?"

"Of course, I am, but are you?" Sasuke responded."

"You know I am. How about you, Sakura-chan?" Naruto asked the pink-haired kunoichi.

"I think so." She answered uncertainly, Sakura wasn't as confident as her teammates but was determined to continue and prover herself.

"Well, let's go then," Naruto prompted before they all entered the building, they made their way up the stairs and upon arriving they found many other genin grouped up around the room. On one side of the room, there were a pair of doors with the number 301 on the sign next to them. In front of the doors were to older genin beating on another boy who was wearing a green spandex jumpsuit with a pair of orange leg-warmers and was wearing his Hitai-ate as a belt. He had his hair in a bowl-cut and large eyes with freakishly large eyebrows.

'_Something's wrong here.'_ He thought, he just wasn't exactly sure of what yet, but those two older genin seemed familiar to him.

"You're going to take the Chunin exams?" one of the boys asked dismissively. "You'll just get killed."

"We suggest you just leave, you won't stand a chance, even we've had to take the exams three times." The second continued.

"Just let us through, you jerks!" a familiar voice yelled, and he looked over to see Tenten, "We're here to take the exams, so just move!"

"You'll just fail, we're just helping weed out those who never had a chance. Chunin are team leaders, I doubt any of you have what it takes." The first said before knocking Tenten out of the way as well.

'_There's something up with those two… and didn't we only go up one flight of stairs?'_ Naruto thought it was seriously bugging him. _'Wait. Those two, don't they look like…' he perked up. _"Sasuke, can you check for Genjutsu?"

Sasuke just raised his eyebrows, before shrugging and activating his Sharingan. "Yeah. There's a Genjutsu."

"Thought so…" Naruto clicked his tongue, before stepping forward. "Hey! Izumo, Kotetsu. Just let us all pass already and get rid of the damn Genjutsu."

The Henge'd Izumo, looked surprised at being found out, but shook it off. "Oh, how'd you figure it out."

"We only went up one flight of stairs for starters, plus you guys could've used better Henge's than just making you look younger and you sounded about the same too," Naruto yelled back at them, though if he was honest, he didn't think he would have caught all of that a few months ago.

"Any idiot with a brain could have seen through it," Sasuke added, though he was a little surprised that Naruto caught it before Sakura, he just chalked it up to his recent changes. He was honestly glad the blonde was quieter than before, it was all bit strange, and he couldn't make heads or tails of him.

He grinned before dispelling the Genjutsu. "Huh, well you might have seen through it, but It'll take more than that here." He made to kick Sasuke and he threw one in response but before either of them could do anything both were caught by the Genin in the green jumpsuit, who seemed to have made a full recovery from before."

"Idiot," a boy, obviously a Hyuga telling by his white eyes, spoke from behind him. "Wasn't it your idea that we hide our true abilities."

"I just…" he said before blushing and looking over toward Sakura. He then walked over to her.

"Oh, great..." Tenten sighed.

"Hello! You are Haruno Sakura, aren't you? My name is Rock Lee, please go out with me, I'll protect you with my life!" Lee said a shining grin and a thumbs up.

"Just… No. You're weird." Sakura said, seemingly disgusted and a little weirded out. Lee immediately slumped and Naruto couldn't help sorry for the guy just a little bit, even with his own lingering crush on Sakura. Though he felt that was starting to wear out on him.

"Hey, Tenten." Naruto turned to the bun-haired girl; he had seen here a couple more times since he had first met her at her father's store. "So, you're in these exams too. I'm guessing these two are your teammates." He said gesturing to Lee and the Hyuga from before, who was talking to Sasuke.

She sighed again, "Yeah, the one in green is Rock Lee, and the other one is Hyuga Neji. I'm honestly surprised to see you here since you're a Rookie."

"Hey! I'd like to think I'm good enough for this at least, Rookie or not, so don't underestimate me." Naruto said with a grin. "…or do, it's your choice."

"Don't count on it." She laughed, "Just don't think you can beat me."

His grin just grew wider in response, before he turned to leave. "I guess we'll see, good luck, Tenten." He walked over to his team.

"About time, Naruto. Let's go." Sasuke said once he reached them.

"Yeah, yeah," Naruto said dismissively and they made their way onto the third floor. They were about to reach the stairs when they were intercepted by Rock Lee.

"Hey, you, the broody one," He said pointing at Sasuke, who scowled at the description. "You are the one named Uchiha Sasuke, yes. This year's Rookie of the Year, I wish to challenge you to a fight right here and now."

"You know you I am, and you still want to challenge me," Sasuke said arrogantly, "You're an idiot."

"I wish to test my techniques against the last of your legendary clan, do you accept."

"Sasuke-kun, you shouldn't, we don't have much time before the exams start," Sakura said nervously.

"Hn, this will only take five minutes."

"For once I'm in agreement here, we shouldn't give too much about ourselves away and we have no idea how strong he is," Naruto interjected; he was a bit miffed that everyone always ignored him in favor of Sasuke. In the past, he might have insisted on fighting him first. Now, he knew the importance of discretion and keeping your skills hidden when possible. Where before he was loud and would show-off at any point. He had discovered how dangerous that attitude was, and not just for him but his comrades as well.

"I don't need your opinion here, dobe. I won't have to show much anyway." Sasuke retorted.

'_That arrogant…' _He had to hold back from yelling at him for being stupid. _'He's my teammate, and our relations are strained as is…'_ he sighed "Fine, don't say I didn't warn you," he walked off toward the stairs. "I'll meet you at the door, don't take too long." He just needed to get away for a minute before he punched the asshole.

* * *

Kakashi was currently waiting outside room 301 of the academy building for his genin team to arrive. His team was honestly not the best, but their teamwork was good when it truly mattered, but could still be better. They all had their issues but had improved somewhat but Naruto had seemed to change most of all.

Ever since he had found him three months ago, after their mission to _Nami_ _no Kuni_, he has been growing rapidly. Both in terms of strength and mind. His self-control had grown by leaps and bounds and his general knowledge of shinobi aspects had progressed significantly, and Naruto had been adapting himself to following those aspects. Kakashi was surprised and honestly very proud of him for changing. He didn't show much sign of slowing down either.

"Hey, Kakashi-sensei!" Kakashi looked up to see the very person he was thinking about. "What are you doing here?"

"Yo, Naruto. I was waiting for you and the others. Speaking of, where are Sasuke and Sakura?" he asked, noticing that they weren't with the blonde."

Naruto grew an irritated look before it quickly disappeared. "They'll be along in a few minutes, Sasuke was challenged to a fight by this Rock Lee guy, he wears a green spandex jumpsuit and has a bowl-cut, along with some very big eyebrows. He's… weird." Naruto finished.

'_Hmm, sounds like Gai's student, Kakashi had heard Gai had turned him into a mini-version of himself.'_ Kakashi had to hold back an involuntary shudder, at the idea of two Gai's running around, one was already too much.

"Anyway, I tried to dissuade them from fighting, but he wouldn't listen…. Damn Uchiha arrogance." Naruto muttered under his breath, "I decided to go ahead and wait for them here before I did something stupid."

"I see…" just then Sasuke and Sakura arrived, the former looking rather roughed up and the latter looking worried.

Naruto raised an eyebrow at Sasuke's scuffed up appearance, "Just… don't." Sasuke said tersely. Naruto was honestly tempted to give him the old 'I told you so.' but decided not to push his luck and just shrugged.

"What are you doing here, Kakashi-sensei?" Sakura asked, drawing the masked Jounin's attention.

"Well, I was waiting to make sure all three of you showed up, the Chunin exams are a team exam, and if one of you didn't show I'd have to disqualify you from competing."

"Why didn't you tell us this before now?" Sasuke asked, obviously a little irritated.

"I didn't want you to pressure Sakura into competing but doesn't matter now since you're all here so good luck," Kakashi said before disappearing in a Shunshin.

"Well, let's go," Naruto said, before pushing the door open and entering the room, only to freeze at the number of people in the room. There must've been over a hundred genin present for the exam.

"Hey, Naruto." A loud voice called out, and he turned around to see Team 8 following Kiba over to them. "Your team is taking these exams too; I hope you're ready to get your ass kicked."

"Ha, yeah right. Shouldn't you be saying that too yourself." Naruto shot back with a grin.

"Oi, you don't stand a chance against me."

"I guess we'll have to see about that then." Naruto turned to the rest of Team 8, "Hey Shino, Hinata. Good luck in the exams."

"Thank you, Naruto-san. Good luck to you as well." Shino answered in his usual monotone but a sincere voice.

"G-good luck to y-you as well, N-Naruto-kun." Hinata managed to stutter out with a blush on her face.

"Troublesome, you guys are here too," Shikamaru said as he approached the group. "I can't believe Ino managed to convince me into taking this stupid thing." He said, only to be knocked upside the head by the girl in question.

"You're just too damn lazy, Shika. Or would you rather your mother get onto for not taking the exams because you didn't want to put out any effort."

"Ugh… no."

"I heard that!"

Naruto laughed at their antics, "Hey Shika, Choji, Ino-chan."

She smiled at the other blond, "Hey, Naruto!" Her face then grew serious and she put her hands on her hips "You haven't been training too hard, have you?"

"N-no. I've been careful." He said nervously. The others were confused by the interaction but didn't get time to think one it due to Ino's next, much more predictable action.

"Good." Ino said with a nod before turning her attention elsewhere, "Sasuke-kun!" she said before latching onto his back, who attempted to shrug her off, "Did you miss me?"

"Get of Sasuke-kun, Ino-pig!" Sakura yelled.

"Back off, forehead!" Ino yelled back.

"You guys should keep it down." A voice called out to the group. They looked over to see an older genin wearing a purple shirt and pants with medium-length silver hair pulled into a ponytail. "You guys are the rookies right out of the academy, right?"

"Yeah, what of it, and who are you?" asked Kiba.

"My name's Yakushi Kabuto, your gathering too much attention to this area and I'd rather not be targeted just yet." The genin looked around to see the various dirty looks being sent their way; some were even downright murderous. "Although, I suppose I can't blame you. I was much the same my first time. "You know, how about I give guys some pointers?"

"Is this your second time taking the exams, Kabuto-san?" asked Sakura.

"No, It's my seventh. The exams take place twice a year, so this is my fourth year." The implications of that settled in among the group, making them realize the difficulty of these exams. Naruto though was beginning to wonder why the guy was still a genin after so many attempts and still alive, as well as wondering why he was being so helpful. Was he just that weak and stupid? Several others, namely Shikamaru and Shino had similar thoughts.

"So, you know a lot about these exams by now then."

"I do, and I've managed to gather lots of information on all the participants among other things over the past four years, all stored in these special Ninja Info Cards of mine." As he said this, he pulled a deck of around 200 cards from his pouch.

"Ninja Info Cards?" queried Sakura.

"Yes." He clarified before taking a card out seemingly at random and showing to them, revealing it to be blank. "Their blank until I channel my chakra into them, now watch." He then placed the card on the ground and with a puff of smoke, it revealed a map of the elemental nations with three-dimensional bar-graphs over the participating hidden villages. "This one in particular shows each of the different hidden villages and the corresponding number of genin they sent to participate."

"Do you also have information on individuals?" asked Sasuke.

"Oh…? Well, my information is far from complete, but yes, I do. Have anyone in mind?"

"Sabaku no Gaara of Sunagakure, Rock Lee of Konohagakure…. and Uzumaki Naruto of Konohagakure." He got a few odd looks from the last person, Sasuke decided it couldn't hurt to see if he knew anything about his teammate. Naruto had been a bit of an enigma as of late that he didn't completely know what to make of.

Naruto himself narrowed his eyes sharply at Sasuke's request, he didn't know what all this guy knew about him and would rather some of it not get out.

"You even know their names, that makes this easy." He then quickly swiped out three more cards from the deck before channeling chakra into one. "First up is Rock Lee, He's a year older than you and despite standing out among last year's crop of genin this is also his first year taking the Chunin exams. His skill in Taijutsu has grown exponentially over the past year but has no skill to note of in either Genjutsu of Ninjutsu. To date, he's completed 20 D-Rank missions and 11 C-Rank missions. His teammates are Higurashi Tenten and Hyuga Neji. His Jounin sensei is Maito Gai.

"Next up is Sabaku no Gaara, 8 C-Rank missions and wow, even a B-Rank mission, that's rare for a rookie. "His teammates are his brother, Kankuro, and his sister Temari. There are the children of Suna's Yondaime Kazekage (Fourth Wind Shadow), Kinchiri no Rasa (Rasa of the Gold Dust)" There were various reactions among the genin about that revelation, though they were quite surprised. "Beyond that, they're not much more known about him, but there is one thing and hear this, he was said to return from every last one of his missions completely unscathed and without a scratch." He finished gravely, the other understood the implications of such a statement as well.

"Last, we have Uzumaki Naruto," Naruto himself perked up, he needed to be able to move fast to prevent anything _sensitive_ from getting out if necessary. "24 D-Rank missions and, oh a C-Rank Mission that was upgraded to A-Rank, that's unusual. His teammates are Uchiha Sasuke and Haruno Sakura, with his Jounin-sensei being Hatake Kakashi. Up until recently, there wasn't much to say about his skills but recently his skill in Ninjutsu in Taijutsu had a sudden growth." Naruto narrowed his eyes here. Somehow this guy knew about his training. Not that was really trying to hide it, but he didn't like the idea of someone watching him with him knowing about it. "The strange thing about him is that nothing else was available about him."

"Nothing was available? What's that supposed to mean?" asked Ino, she had grown a recent interest in Naruto after _that _day and was confused about the last bit of information.

"It's just that, most of the information was blacked out, you know. Classified…"

"I think that's enough." Naruto cut in. Kabuto gave Naruto a knowing grin causing the blond to narrow his eyes once again silver-haired Genin. There was something very suspicious about him. Naruto perked back up. "There's nothing very interesting about little ol' me." He tried to play off everyone's growing suspicion.

"Anyway, many of the different shinobi villages bordering Hi no Kuni (Land of Fire) are participating in the Chunin exams this year. Sunagakure, Kusagakure (Hidden in the Grass), Amegakure (Hidden in the Rain), Takigakure (Hidden in the Waterfalls), even the recently created Otogakure (Hidden in the Sound) has sent a team. Although not much is known about them as they come from a new, small nation, so they're not as renown as the older, more respected shinobi villages."

Moments after he said that Naruto sensed something coming towards them, one of the sound genin had jumped toward in an effort to attack Kabuto.

He had bandages covering most of his face, leaving only his left eye uncovered. He also wore a large poncho with long sleeves, a snake patterned scarf around his neck, snake patterned pants and a large furry object on his back and a Hitai-ate with a musical note on the plate on his forehead. Before Naruto could do anything, he had reached Kabuto who jumped back to avoid the swing the sound genin sent toward him with the large metal gauntlet on his arm. Despite avoiding the swing Kabuto's glasses shattered, but he appeared to be fine otherwise… Only for him collapse onto the ground vomiting.

"For someone who has been taking this exam for four years now, you sure are weak." The sound genin muttered. His teammates had appeared by his side. One was a taller boy with spiky, black hair and dark eyes. He wore a beige shirt with three prints of the kanji for 'death' (死) down the front and was also wearing a snake patterned scarf and pants. His Hitai-ate had an attached happuri under the cloth.

The other was a Kunoichi with fair skin, black eyes with very long black hair, almost reaching down to the ground which was tied by a violet ribbon near the end. She wore her Hitai-ate on her head, wore a pale green vest, snake patterned pants with a snake patterned skirt over it, and a snake patterned scarf around her neck like her teammate's.

Suddenly, before anyone could do anything else, there was a large explosion of smoke at the front of the room. The smoke cleared to reveal around twenty older ninjas, all Chunin and Jounin. "All right! Quiet the hell down you brats." A tall man with a scarred face, wearing a black trench coat, and bandana style Hitai-ate announced himself. He then pointed toward the Oto-genin, "You three from Otogakure, there'll be no fighting unless I authorize it, any more and you'll be disqualified. Got it."

"Sorry, sir, it's our first time so we got carried away." The bandage wrapped Oto-nin said in a low, seemingly sincere voice."

"Is that so? Well, as I said, no fighting unless authorized and that goes for all of you." He then cleared his throat. "Now, my name's Morino Ibiki, I'm the Procter and chief examiner for the first test of these Chunin exams and Tokubetsu Jounin (Special Jounin). You will follow all of my instructions when I say so. Here I am God and what I say, goes. Got it." He then gestured to several chunin, who were each holding a box. "Now this test it a written test, come up and draw a number from one of the boxes and report to the indicated seat, once seated we'll pass out the tests."

Naruto was a bit nervous; he was aware that a written test of some sort was usually given during the exams but despite his recent growth in intelligence he confident he would be able to do well. Regardless he bit back the urge to complain and found his indicated seat and found himself sat next to Hinata.

After the papers were all passed out, Ibiki spoke again, "No one turns over your papers until I give the signal. First, there are a few rules pertaining to this test. No questions and I'm only saying this once so listen carefully. First, this test has ten questions worth one point each and a point will be subtracted for each point wrong. Two, this test is still a team event and the score will be from a joint thirty-point team total."

"Wait, what do you mean by team total!?" Sakura broke in, she was probably about him doing bad, not that Naruto blamed her based on his past performance on this type of thing, though it still hurt a little that she would think so little of him.

"I said no questions, so shut up and listen. Now, third, if you are caught cheating at any point during the exam, two points will be removed from each member of your team. If any one person's score is reduced to zero, all three members of your team will be disqualified, no matter whether that's through cheating or not. You have one hour; the tenth question will be given during the final fifteen minutes. Now… Begin!"

Naruto immediately turned his page over and looked at the first question only to immediately lose all confidence. It was beyond anything he knew; the other questions weren't any better. He wasn't confident that even Sakura would be able to answer these. He then took a minute to think about that last rule. It was… odd. Why make it so that you're not immediately disqualified if caught cheating? It was like they wanted… you… to cheat! He was never happier at this moment that he had taken to actually thinking like a shinobi rather than just acting one like he was before.

Naruto then took a few discreet glances around the room, Hinata was using her Byakugan (White eyes) as was Neji. Sasuke was using his Sharingan, and other people were using various discrete tactics to cheat. So, he had to cheat, but how would he go about it. He didn't have any mysterious Kekkei Genkai (Bloodline Limit) to aid him, not that he knew of anyway. He would have to cheat, there was no other way to answer these questions, which were obviously designed to force them to that conclusion.

He looked around trying to come up with some kind of idea. While he was doing this, a proctor would occasionally throw a kunai at someone's test before telling them they failed and kicking them out along with their teammates. Some would protest but it wouldn't get them anywhere. Naruto then noticed one person who was quickly and confidently writing his answers down. This person looked appeared to know all the answers, how didn't matter to Naruto as he quickly came up with a plan.

He discreetly retrieved a seal tag from his pouch. Over the past two months, Naruto had taken to studying Fūinjutsu ever since he had received the supplies from Tenten when he bought his clothes. Now, he wasn't anywhere close to becoming a Seal Master yet, far from it, but he did have a basic understanding of the art, and he could create some simple seals. The art was easier than he thought it would be going into it and he was progressing relatively quickly.

This particular tag would emit large amounts of thick, black smoke, accompanied by a large bang, before burning up, leaving no trace. The purpose of this was to disorient the enemy and provide cover for an escape, but it would do for what he had in mind. He might even be caught doing so but, they had five strikes before being disqualified and regardless of how obnoxious and blatant this method was, it would still only be one strike if caught.

He waited for the person from before to completely finish writing and put his pencil down and he detonated the tag, which caused the room to immediately fill up with the dark smoke. Wasting no time at all Naruto made a clone a and hade switch out that guy's paper for his blank one before immediately dispelling.

The proctors quickly made to remove the smoke from the room, they made a show of being irritated but they were internally impressed by such a blatant yet effective move. The smoke filled the too fast for them to identify the cause, however. Naruto himself, made a show of being as displeased and confused as everyone else to throw off suspicion, while on the inside he was grinning like a loon. _'I know it was my idea, but I still can't believe that worked!'_ he remarked mentally. He also quickly wrote his name on the paper and pretending that he was writing down answers before turning the page over and putting his pencil down.

Over the course of the next twenty or so minutes, a few more teams were caught cheating and were disqualified, eventually, Ibiki stepped forward, "Times up! Pencils down everyone…" Just then Kankuro entered the room, coming from the bathroom. "Just in time, I hope your time playing with dolls was worthwhile."

Kankuro had trouble keeping a straight face,_ 'Shit! He knows about Karasu!' _"Ah… yes." Kankuro quickly went back to his seat. Stealthily slipping something to Temari on the way.

Now, before I give the last question there are a few last-minute rules." He took a long glance around the room before continuing, "First of you have the option of choosing whether or to take this question or reject it."

"Chose!?" yelled Temari, "What happens if we don't take it?"

"If you choose to reject the question, you will automatically lose all your points and fail, along with your teammates."

"What!" One genin yelled.

"Of course, we would take it then!" yelled another.

"You didn't let me finish," Ibiki cut it. "Yes, you'll fail if you choose not to, but if you choose to take it, but answer wrong… you'll be forbidden from ever taking the chunin exams again."

"That ridiculous!" Kiba declared after a long second in which everyone was shocked silent, "Lots of people here have taken the exams before." Many others voiced their agreement.

"Well you just drew the short stick then, those people didn't have me as a Procter last year, I'm making the rules this time. If you're not confident you can answer correctly, back out and try again next year, and the year after that." Ibiki Replied coolly. "Are you ready? Well, let's begin. If you want to reject the question raise your hand and once, we'll get your number then you'll leave with your teammates."

Naruto thought about this, he didn't want to just jump on it half-cocked, nor didn't he want to freak out over the implications. _'There were hidden meanings in the first nine questions, the test was most likely made to test our information gathering skills. So, what is this question testing? Kakashi-sensei always told us that as Shinobi, we need to look underneath the underneath. So… what is it this time?'_

As Naruto was contemplating this, several people gave up and were sent out with their teammates. _'We take it, we might be stuck as genin forever, we give up we fail but have a chance to make it up. But is that what a Chunin would do?'_ Naruto grinned to himself. _'No. No, it's not. This is testing our resolve.'_

Naruto relaxed he would take the question, no matter what it was he would get through it. Besides, there were other ways of being promoted. Just then he noticed Sakura was about to raise her hand, _'Dammit! Sakura, don't do it!' _He needed to do something and fast.

He acted like he was going to raise his hand only to slam it down on the desk and stand up. He gave Ibiki a determined look. "Like I would fall for that! If I don't have the resolve to take one damn question, how would I react during a mission, where more than my possible career is on the line. The lives myself, and more importantly, the lives of my comrades! Besides even if I can't take the exams again, there's more than one get promoted. I'm taking your stupid question."

Naruto sat back down while continuing to look Ibiki right in the face with a grin. The result of Naruto's outburst was instantaneous. Him declaring his own resolve and the reasons for it had strengthened the resolve of everyone else remaining in the room. _'This kid… He figured it out…' _Ibiki thought while glancing around the room, _'Seventy-eight people left... He instantly changed the mood of the room with that outburst. Being able to increase the morale and resolve of everyone like that… Uzumaki Naruto… this kid's going places.'_ He looked around the room, everyone was completely calm. He looked to the other proctors, getting nods in return _'No point dragging this along any further'_.

"Anyone else…?" asked Ibiki, "Well them, to all of you remaining in this room… you all pass the first exam!"

'_Wait a minute.'_ Naruto thought,_ 'That was easier than I expected.'_

There was a shocked silence for a moment before, "What!" Sakura exclaimed. "What do you mean we passed! What about the tenth question?"

Ibiki smiled, "There was no tenth question. Well, you could say the question of whether you were to take or reject the question was the tenth question."

"What about the first nine, questions then, was it just a waste of time," Temari asked.

"Information gathering," Naruto spoke up getting him several looks. "It was to test or information gathering skills. I took me a while to figure it out, but that was the only thing that made sense."

"The kid's right." Ibiki acknowledged, and Naruto grinned. "It wasn't a waste of time. It was a test in information gathering and spying. However, the questions are too difficult for most at your level to answer correctly. We designed the test on the assumption that many of you would resort to cheating, and to ensure that there were suitable targets, we placed a pair of ringers among you, Chunin who already knew all the answers." Two people stood up when he said this, showing that they were the Chunin mentioned. Naruto recognized one as the person he switched his test with.

"Of course, those who lacked the skill to cheat in a discreet manner failed…" Ibiki then removed his bandana revealing long slash marks, and a number of holes where screws had been drilled into his skull… signs of torture. Naruto couldn't help but cringe slightly at the sight.

"To be caught spying can cost more than your life… and you may pay for it, bit by bit… Or you could pay in ways even more severe if you're caught, and you don't realize it… false information could be given. Allowing your comrades to be caught in an ambush and killed… or even captured. Don't be caught. You're only doing your enemy's work for them that way." He said seriously while replacing his headband. "Any who couldn't do so was removed. Weeding out the worthless if you will."

"Ok… but what about the tenth question?" asked Temari.

"Ah… The tenth question. That was the first real test on the exam."

"What does that mean?" Sakura asked.

"Allow me to explain. The tenth question was a choice between two options, both difficult and possibly very dangerous. Those who choose not to risk it and reject were failed, those who accepted risked a chance at never trying again. It was unfair and completely nasty. So why did ask them?" Ibiki asked rhetorically, "Let's assume you all become Chunin. You're assigned a mission, it's both very dangerous and contains the risk of both you and your comrades losing your lives, so do you accept the mission or turn it down, rather than risk your life for the mission? Could any Chunin honestly get away with only taking the easy jobs?

"Hell no! No matter what it takes! No matter the cost! There will missions you can't turn down. Any mission could carry the risk of death. A Shinobi must be willing and able to put his life down for the sake of the mission and have the resolve to go through with it, the valor to inspire courage in those around him and rid the fear from his Comrades! That's what we look for in those aspiring to be Chunin Commanders." Ibiki finished seriously. He also aspired a great amount of respect in Naruto and though he didn't know it, it went both ways for Ibiki, due to the resolve he demonstrated earlier.

"Those who can't do this, who aren't willing or able to put their life on the line, to make these tough decisions are weaklings who will only make weak decisions. In my opinion, they don't deserve the rank of Chunin at all. By choosing to accept, you answered correctly. Keep that resolve and you can conquer any and all difficulties you might face. Congratulations on passing the first exam."

Then there was a large crash and large, black bundle flew through the window, followed by kunai shooting from the bundle to impale into the ceiling, revealing a large banner on which was written: 'Introducing the Amazing Mitarashi Anko! Procter of the Second Exam!'

* * *

_**Only the second chapter but was frustrating to write, expect chapter three within a week or two, but I will try to get it out as soon as possible, please read and review. I hope you enjoyed. **_


	3. Chapter 3: Snakes in the Trees

_**Disclaimer: I don't own Naruto**_

_**A/N: I'm thrilled with the response this has been getting and would like to thank everyone for all the favorites, follows, and reviews. Now, this chapter is shorter than the last, but I felt that it worked better this way. I also had some issues with how it was coming out, and it took some time before I was satisfied with it. There have been a few grammar complaints, but I hope nothing is too bad and I'm working on it, I check and it's like I pass right over it. As before, if you do see something, feel free to point it out, either in a review or a PM. This should start deviating from cannon a bit more starting this chapter and that will increase as the story continues. Now, please enjoy the chapter.**_

* * *

…_there was a large crash and large, black bundle flew through the window, followed by kunai shooting from the bundle to impale into the ceiling, revealing a large banner on which was written: 'Introducing the Amazing Mitarashi Anko! Procter of the Second Exam!'_

* * *

Once the banner was unfurled, it revealed a woman in her twenties, most likely Anko, who struck a pose. Naruto really appreciated her flair for the dramatic, her entrance was incredible in his own opinion. She had dark purple hair, styled in a large, spikey ponytail with bangs over her forehead, partially covering her Konoha Hitai-ate. She was wearing a tan overcoat with a purple in-seam, and complete with a fitted mesh body suit that stretches from her neck down to her thighs, which did nothing to hide her sizable bust. She was also wearing a dark orange mini skirt, as well as a small pendant that looks like a snake fang on a thick cord and pale grey shin guards.

"Don't get too excited, ya brats! My Name's Mitarashi Anko, I'm the Procter for the Second Exam. We're wasting daylight people, so follow me!"

Ibiki then stepped out from behind the banner, which he had stepped back to avoid when Anko arrived. "Care to read the mood, Anko?"

Anko made a long look around the room, "Seventy-eight are still here? Ibiki you passed twenty-six teams?! You must've gone easy on them, maybe you're losing your touch?"

"No, there are just some exceptional applicants this year," Ibiki replied.

"Uh huh, well no matter. I'll get 'em down by half at least," she said almost sadistically. It creeped Naruto out a little. The fact that she said she would be cutting them down by _at_ _least _half worried him as well.

* * *

The large group of potential chunin all followed Anko to the location of the second exam when they arrived they found themselves in a clearing outside a large fenced-in forest. Well, _large_ doesn't actually provide an accurate description. The trees must have been fifty feet thick or more in diameter and the towered skyward hundreds of feet. The whole place had an ominous vibe to it, and the various sounds coming from within didn't help. The entire place was surrounded by a twenty-meter-tall fence. The gates were heavily padlocked and had various signs depicting 'No Trespassing', 'Keep Out: Extremely Dangerous', and 'Training Ground 44'.

"Welcome to the arena for the Second Exam, Training Ground 44, Also known as the Forest of Death!"

"She can't be serious." Naruto heard Sakura say from his side, with not a little fear. Naruto could understand. The place was intimidating, and the name didn't help matters any.

"Oh, I am, Pinky, and you're about to experience firsthand why it's called that." Anko said to Sakura, who flinched obviously not expecting Anko to hear her."

"Nice scare tactics…" Naruto complimented sarcastically, "…but don't expect it to work on all of us." Before Naruto could blink, Anko was gone and he felt a cut on his cheek, and Anko was leaning over his shoulder.

"Oho, looks like we have a tough one this year…" The then licked the blood that running from his cheek. "…I wonder how long you'll last before you spill your sweet blood, even with that tough attitude." _'She a fucking psycho! What the hell did I get myself into!'_

He then felt Anko stiffen before turning around, kunai in hand. He looked to see a tall Kusa-nin wearing a large straw hat, with long black hair and a ridiculously long tongue, in which they were holding the kunai Anko had thrown originally. "You're kunai, Procter-san."

"Oh… Thanks. Just don't creep up behind me, radiating bloodlust like that unless in you're in a hurry to die."

"My apologies, I'll try to control myself, but with the sight of blood… and I lost a strand of my precious hair…" The Kusa-nin said before turning around to return to where they were standing before. They actually creeped Naruto out more that Anko did. _'That tongue…' _ he had to resist the urge to shudder.

"Um, Sorry about that…" Anko apologized but Naruto doubted she really cared. "Well, Now, before we get started…" Anko began while returning to her position at the front of the group. "…I need to pass around these consent forms."

"What are they for?" asked Sakura.

"Well, from this point on deaths will be occurring and I want all details covered so I don't get in trouble, cause your village wanted to raise a stink out of you kicking it. We wouldn't want that to happen now, would we?" Anko said with a sickly-sweet smile.

"They're mandatory if you want to proceed, but first let me explain what exactly the second exam entails. You'll then present your signed form along with your two teammates to the booth over there." She said pointing toward a booth in front of the fence. "Now the exam itself is a no-holds-barred survival test. Next, I'll give you some basic geography of the forest. Training Ground 44 is bordered by a circular perimeter, separated by 44 locked gates at regular intervals.

"It's comprised of Forests, a river, and a Tower in the very center about ten kilometers away from each gate. Once inside you may use any methods at your disposal to meet your objective, speaking off…" Anko then removed two items from her coat. "…Is to acquire both of these scrolls. One of Heaven and One of Earth. Each team will receive one of these at the start and must acquire the other once inside and make it to the tower with both. There are twenty-six teams so thirteen will receive a Heaven scroll and the other Thirteen will receive an Earth Scroll."

'_So, we'll have to fight another team for their scroll, and hope they have the right scroll on top of that.' _Naruto thought, "At least half of us will fail since you need both scrolls," Naruto commented.

"You got it, except there's more, there's also a time limit of 120 hours, exactly five days!"

"Five days!?" Ino exclaimed.

"What about food?" yelled Choji.

"That's your problem, there's plenty of wildlife you can hunt within… of course, there are also lots of giant predators, insects and poisonous plants to deal with as well. There's no possible way thirteen teams will be able to pass this test within the time limit. As time passes, things will only become more often, with only so much time to recover in between. You'll be all alone with only your team, surrounded by enemies at all times, whether that be other teams, wildlife, or just nature itself." Said all this calmly and seriously before perking back up.

"Now, rules and offenses that will result in disqualification. First, is if you fail to reach the tower in time, even if you make it intact and with both scrolls if time's up you're done. You are also disqualified if you can't make it with all three members of your team due to death or extreme injury. You are also not allowed to leave the area at any point in time, for any reason. Also, and most importantly, you are not allowed to look inside either scroll, at least until you are inside the tower."

"What happens if we do?" a random genin asked.

"Well, that's for those who look to find out." She said mysteriously with a smile. "There will be times as a chunin where you will be entrusted with Top-Secret documents. So, consider this a test of your trustworthiness. That's all I'll tell you. Now if you'll sign your forms, you can trade three for your scroll and then you may choose a gate to start from. Once everyone is in place, we'll give you the signal to begin.

"And one last bit of advice… Don't Die!"

* * *

Soon enough everyone had signed their forms and received their respective scrolls. Team Seven received a Heaven Scroll and Naruto managed to convince the others to allow him to carry it, which he sealed in storage seal he had placed on the inside of the flap of his kunai pouch. He put it there for the very purpose of putting high-risk items and documents like the scroll, so he decided to it to use. The reason he placed the seal in that exact spot is because it wasn't a place many would look for it. The only place better would be to put the seal on his actual body; however, he wasn't anywhere near good enough with Fūinjutsu to do that yet.

They were currently waiting for the signal to begin, and Naruto was trying to think of possible strategies that might make this task a bit easier. He had several ideas, but despite them having the home-field advantage among many of the contestants, he didn't know anything more about The Forest of Death, besides what Anko had told everyone earlier.

The area was clearly dangerous, as the wildlife and even the plants wanted to kill you, on top of that he had to worry about traps and ambushes set up by opposing teams… Just then the Proctors gave the signal and they all set out into the forest in formation, Naruto continued to contemplate on strategies as he ran. _'There are too many unknowns in here, we need to scout out the place then find a suitable target. All the while we hide from other teams and defend ourselves from others and nature itself…'_ Following that line of thought, Naruto came up with a suitable plan, to fit the current goals.

He looked toward his two teammates, the might not always get along, but despite all that, he would protect them. Even if he could never be their friends, he would do his best to be a good comrade in the least. "Stop up ahead for a moment," Naruto told them, then looked to each out before shrugging. They quickly found a place with good cover to speak in the trees.

"What is it?" Sasuke asked once they had stopped.

"We need a strategy," Naruto started. "We don't know the area and it's obviously dangerous. We can't go in here blind."

"What do you suggest we do then, we don't have many options," Sakura asked though it was strange to see Naruto thinking for once, she decided to hear what he had in mind. It couldn't hurt anything, and he had changed lately, so maybe he might have something useful.

"Well… I've been thinking about it… and I think I've got a good plan in mind, but first…" Naruto then relaxed and focused his senses outward to utilize his still rudimentary sensory skills. He had managed to improve enough to speed up the time it took to sense chakra, but not much more than that. He made a scan of the area… not detecting anything other than animals in the vicinity.

"Ok, we're clear. Like I said before we don't know the area, we're effectively blind right now, geographically wise, at least. We need to scout the area…"

"That would be a good idea, except this place is too large and we don't have the time." Sasuke whispered."

"I know that… That's where my clones come in." he explained, "While we keep our pace through the forest, my clones will scout the area and keep me informed as we go."

"How are clones supposed to help." Sakura questioned, "They're just clones."

"_Kage Bunshin_ isn't like other clone techniques. Other clones are just illusions or mindless copies that only retain a portion of the user's physical skills. _Kage Bunshin_, on the other hand, are complete replicas of the original. They have the same intelligence, skills, and personality as the original, well for the most part on the last, it gets weird there… some clones somehow pick up the weirder and deeper aspects of my personality sometimes… but never mind that, it's not important!" Sakura and Sasuke both sweat-dropped. "They also, fully developed chakra systems so they can use jutsu as well, however, the thing that helps right now is the memory feedback."

"Memory feedback?" They both asked simultaneously.

"Yes, the _Kage Bunshin no Jutsu_ was originally invented by the Nidaime Hokage, Senju Tobirama. Its original purpose was in recon and infiltration, the user would send in their clone and upon obtaining the needed information, would dispel. The memories and experiences of the clone would return to the original, never leaving a trace that they were there."

The other two's eye's widened in understanding. "That's incredible, why don't more people use it if it's so useful!" Sakura exclaimed, but not too loud.

"It's a Kinjutsu (Forbidden Technique), it's been known to kill the user through overuse." He explained simply.

"B-but… how. You span hundreds of them all the time."

"The chakra requirement it very high, if you try to make too many without the necessary chakra requirement, you'll die from chakra exhaustion. You can also fry your brain if too many clones dispel at once."

"Then how…" Sasuke asked confused, Naruto caught on immediately.

"I have a lot of chakra, and I mean _a lot_. My reserves are bigger than anyone else in the village, possibly including even Hokage-jisan, that's why I had so much trouble with the normal Bunshin. It was like trying to take a teardrop from an ocean."

"How, do you even have that much chakra?" Sasuke asked, he was having trouble wrapping his mind around it, he knew the blond had a lot of chakra before, but that much was just ridiculous at their age and it didn't exactly register that he could really have so much."

"I don't really know; I've just always had a lot of chakra."

"Maybe a Kekkei Genkai?" Sakura suggested.

"I…" He really had no idea, and that theory did have credence, especially with how strange his chakra was when he looked into it. "I'm not sure, I'll have to look into it some more." He shook his head, they had more pressing issues to deal with. "Never mind that, the plan is that I make a bunch of clones and send them out, they'll keep a low profile and report anything important or note-worthy to be by making another clone and dispelling it. While we to that we, make out way through this place while checking out anything my clones report. If we somehow don't get anything by then, we'll set up an ambush around the tower, catch them on their way there."

Sasuke thought about it for a second, it was simple but good. It would make things a little easier at least. Plus, there wasn't a reason not to do so. If anything, it would confuse others of their whereabouts if they saw the clones. "Okay."

Naruto grinned, before standing up. He formed the familiar cross hand-seal, creating a massive amount of clones with their orders already in mind. They all split up heading in every which direction at surprising speed to the others.

"Okay, let's get moving," the other two nodding before they all took off.

* * *

_3 hours later_

Team Seven was still making their way through The Forest of Death and they had managed to avoid other teams in the meantime. Naruto's clones would occasionally dispel, adding to his currently growing knowledge of the forest. So far everyone was either to far away or too mobile to be a preferable target. The information on some of the wildlife was disturbing, to say the least. He still had trouble comprehending the size of those tigers… and the bears… or the plant that managed to eat one of the clones.

Suddenly, another of his clones dispelled. He took a second to absorb and make sense of the information and his eyes widened slightly. Signaling to his teammates they all stopped on the forest floor. "Call of nature… got to _take care of this_." He said while making a simple gesture.

Naruto walked into a nearby copse of trees and found a spot to do his business. A moment later, someone jumped down from the trees and landed on Naruto… who burst in a cloud of smoke. _'Wha-' _Their eyes widened only to roll back into their head, and everything went black as they slipped into unconsciousness.

The real Naruto, who had switched with a _Kage Bunshin_ at some point, had just knocked out the now revealed Ame-nin out with a swift strike to the back of the head. The clone from before had seen this Ame-nin heading in their direction alone, and he had capitalized on that. The signal he had given the others told them that they had a tail, so they were aware of what he was really doing.

Giving the Ame-nin a quick frisk he was surprised to actually find a scroll, unfortunately, it was another Heaven Scroll but he would still take it. Done with his search, he quickly tied him up and made his way back to the others, tossing the scroll nonchalantly as he walked. "Yo, it was just the one, he had a scroll but as you can see it's another Heaven Scroll."

"What good will that do?" Sakura asked.

"Bargaining chip and failsafe if absolutely necessary, as it is, it's still one more team out of the competition."

"…and the guy?"

"Knocked him out and tied him up, hope his team finds him before the predators do though," Naruto remarked, not really caring. "Speaking off, let's get going before anyone shows up."

"Yeah, good idea."

"Hn."

He quickly sealed the new scroll with the other one before they set off. "We just need to find a vulnerable team to take advantage of. Preferably someone exhausted after fighting another team or someone setting camp for the night, they'll be easier to ambush."

"Have your clones found anyone yet?" Sasuke queried.

Naruto shook his head, "Not yet, several are tailing any teams but if any are vulnerable, they're either too far away or haven't been found yet. However, it's still early…" He suddenly froze and faltered for a moment before he regained his balance.

"Naruto?" Sakura asked, confused by his sudden loss of balance.

"New rule," he started seriously, "We stay out of the northeast sector."

"Umm… Why?"

Naruto slowly turned in her direction. "Spiders," he explained bluntly.

"Spiders?"

"Big spiders."

"…H-how big?" She couldn't help but be startled slightly about his grave look.

Naruto seemed to look off in the distance for a moment before turning back, "It ate me."

She shivered.

* * *

Once Naruto recovered from the memories of being eaten by a giant spider, he purged the experience from his mind, and they moved on. However, things quickly went south from there and the next thing he knew he was sent flying by what looked like a large Fūton jutsu. "Oh… the hurt," he whined to himself as he picked himself up. He took stock of his location… His team was nowhere in sight.

Next thing he knew, his danger sense was screaming at him to move. Unfortunately, he decided to jump up only to see the _massive_ snake bearing down on him. _'Oh shit!'_ The next thing he knew, he was swallowed by the snake whole. _'Fuck! Shit! Not good! I'm not ready to be eaten… Not again. Nor ever!'_ He scrambled to come up with a way out. He needed to get back to his teammates, someone had managed to get past his clones before he noticed and that wasn't a good sign. He just needed to get out of this snake first and foremost. _'Plan… plan… Hmmm… Oh!'_ He shifted his arms so he could get his hands together and formed a cross and despite his situation, grinned, "_Kage Bunshin no Jutsu!"_

The snake, who was feeling satisfied by his recent meal, immediately felt a great amount of discomfort, before bloating and exploding in a gory mess. Hundreds of Naruto's burst out of the snake's chest cavity covered in blood and breathing heavily. They quickly began to spell leaving one Naruto still breathing heavily on the ground, "I am never doing that again," he muttered.

That had been the single worse experience of his life to date, and that was saying something! He also now had an extreme dislike of snakes, before he really didn't care about the creatures either way, but let's see you get eaten by something and like the thing that ate you afterword.

Finally catching his breath, he shook off as much of the blood and… other bits that he could. _'Ok. I need to get back to the others. Luckily that Fūton jutsu made a clear path through the forest. It'll be easy to follow it back to the others, at least.'_

* * *

Sasuke panted heavily from his hiding spot. He hissed as he pulled the kunai from his leg, it was the only thing he could do to force him to move. That Kusa-nin's Killing Intent had him frozen in fear, it wasn't natural, so much worse than Zabuza had been. "Sasuke-kun!" Sakura near-shouted from next to him, he immediately clamped a hand over her mouth. He needed to think, and didn't need Sakura's yelling, nor did he need their position given away.

Sakura then began struggling under his gripped and he looked her way as soon as she managed to remove his hand, "Snake!"

His eyes widened marginally and he was barely able to jump away before he was swallowed whole by a giant snake. He was so lost in his panic that he allowed it to sneak up on him. Sasuke pulled several shuriken out of his pouch and threw them at the snake, managing to hit it in the head. The snake fell down dead as he landed, however, he wasn't given any time to celebrate as the back of the snake tore open to reveal the Kusa-nin from before. Only now, their lower half resembled the body of a snake rather than legs.

"You shouldn't let your guard down… Sasuke-kun. You need to stay on top of it, otherwise, it will make things too easy for me." They taunted before beginning to quickly wrap around the tree, climbing it like a snake, before lunging toward him…"

"_Fūton: Daitoppa! (Wind Release: Great Breakthrough)_" The Kusa-nin obviously didn't expect the sudden attack as they were blown away and slammed into a tree, Sasuke looked to see Naruto standing in a nearby tree. "Hah, how'd do you like it when it happens you, blowing me away, you bastard!"

"Naruto, you're back!" Sakura yelled; happy their missing teammate was here."

"Kukuku… well, aren't you a surprise." The nin from that he had just launched in a tree spoke from another tree when Naruto looked to where he had smashed him all that was there was a pile of mud.

'_Doro Bunshin,' _(Mud clone) Naruto remarked mentally.

"So, you managed to defeat my pet, Naruto-kun… and Fūton jutsu as well." The strange Kusa-nin deduced.

"Pet? So, that snake was yours…" _'So that snake was most likely a summon…. The only one with the Snake contract that I know of is…' _ His eyes widened and he stiffened slightly.

"Oho, so you figured it out did you, hmm? You're certainly more intelligent than I first perceived…"

"Orochimaru…" He sneered, "The Snake-Sannin, you're the only one I know that has the snake contract." He had heard about Orochimaru and knew that whatever he wanted here, nothing good could come of it. Sasuke and Sakura both paled upon hearing this… and it makes sense. This person wasn't only ridiculously strong, but all the snakes as well…

"Yes, I'm Orochimaru, well done." He said while removing the face he was currently using, revealing his true face.

Naruto himself paled at the confirmation he had hoped he was wrong; he knew he stood no chance. None of them did, even together they were mere pesky flies to him. He jumped over to join Sasuke and Sakura. "We need to get out of here," he hissed to them. "We don't stand a chance against him, to him we're nothing…" He turned to Orochimaru who was just watching with an amused expression on his face. "… and just what does one of the Sannin with three Genin?" He needed to come up with a plan for them to get away, some kind of distraction, the only thing he could do for now was to stall him.

"Oh… I'm not interesting you, or the girl for that matter, Sasuke-kun on the other hand…"

'_Not good, none of this is good! He wants Sasuke for some reason, and though I don't like him much, I won't let him have him. Nothing good could come of it… He's my comrade and I'll protect him…'_ Naruto contemplated for a moment considering his options… he looked down, hair shadowing his eyes. "Sasuke… Sakura…" he whispered to the two without moving, "You two need to go, run! He wants you Sasuke and I know enough about him to know that's the last thing I want happening… I'll try to hold him off if I can, you need to go."

"What about you?" Sakura whispered to him. She may not have cared about the blond much, but he was basically saying he was going to sacrifice himself so they could escape. "We can't just leave you here.

"It doesn't matter."

"B-but..."

"Nothing…" He turned back to Orochimaru, who was looking amused. "I don't know what exactly you want, but you can be damn sure, I'll try to keep you from it." He ran toward him, making five clones as he did. "Go!" he yelled to his teammates, but they didn't move.

Sasuke knew he should run, as his teammate told him, to get away from the person who wanted him for some unknown reason. However, he couldn't find the will to move, not while Naruto was trying to hold off Orochimaru merely so he could get away, most likely at the cost of his life.

Naruto's clones engaged Orochimaru who merely weaved between his attacks, before spinning in a kick, dispelling one of the clones. Another clone came in with jab aimed at Orochimaru's side, but he knocked it aside, before slamming at fist in its chest, dispelling it as well. He dealt with the others in a similar manner only for several shuriken from Naruto to impale him, before he melted into a puddle of mud.

"Now, now, you didn't expect to work against me, do you?" Naruto turned around just in time to receive a kick form Orochimaru who had rose from the ground. He went flying before he slammed into a tree and he slumped down to the ground. That _hurt_, more than anything he'd ever felt before, still he bit back the pain.

"N-no, not really…" he managed to grunt out in between pants as he slowly stood back up. "…but that doesn't mean I'll just give up, I'll protect my comrades, no matter what it takes!" He came back in trying to do something, but the difference in skill was too great. Every attack was either dodged or slapped aside before Orochimaru delivered a brutal roundhouse kick to his chest. Which he just barely avoid via _Kawarimi_.

He quickly formed a hand-seal, filling the clearing with a couple hundred Naruto's. "Impressive…" Orochimaru drawled, "…but it still won't be enough to even push me." The clones began their assault but froze when there was a large explosion of smoke which cleared to reveal a snake even larger than the one, he fought before.

"Shit…" he cursed under his breath as the snake swept through his clones dispelling most of them in one go. _'Well, there goes that idea.'_ The snake then struck again with its tail before he could move, slamming into another tree and he slumped down on one of the branches. That hurt even more than the last time, his ribs were cracked if not broken.

Despite that, he couldn't stop yet, though it really didn't matter anymore. His teammate never moved from where he left them, obviously not having listened to his plea for them to run. He watched as the snake turned its attention to them. _'No! I can't let them be hurt.'_

He felt a rush of power as he felt the pain in his chest lessen and stood back up not noticing as his eyes changed from blue to red and his pupils elongated into slits, his whisker marks thickened, and his canines lengthened. The snake made to lunge at his teammates, and he burst forward with newfound speed and slammed a fist into the snake's head, which crumpled at the force.

"Oh… if this is what I think… interesting…" Orochimaru said to himself, growing increasingly more amused at the situation as he blew Naruto away with another gust of wind, sending him crashing away once again.

Sakura and Sasuke watched as this all happened, shocked at the power the blonde seemed and the amount of punishment he took in turn. _'Is this really Naruto?'_ was Sasuke's thoughts as he stood frozen in place when the snake shot forward once more. Only to suddenly find himself looking at Naruto a moment later, holding back the snake.

"**I… told you… to run, you idiot."** Naruto spoke in a deep, gravelly voice, his now crimson and black slited eyes looking into him. Before Naruto could do anything else, he found himself ripped away and in front of Orochimaru, his tongue wrapped around Naruto's neck.

"**Ugh… what are you…?"** Naruto grunted. Clawing at the appendage that was choking him.

"You were much better than I anticipated to be completely honest, but I'm afraid I'll have to finish this now." He said clearly to himself, despite the tongue hanging out of his mouth and wrapped around Naruto. Orochimaru then lifted up his shirt, revealing the seal displayed on his stomach.

"Hmm, so this is where _it_ was sealed… heightened emotions seem to allow it's chakra to leak out… we can't have that…" Orochimaru drew his hand back, his fingertips glowing with an eerie purple chakra, "_Gogy_ō_ Fūin!" (Five Elements Seal)_ Naruto's eyes widened as he was struck before they rolled into the back of his head, his features returned to normal as Orochimaru dropped him to ground unconscious.

* * *

Naruto woke to a steady dipping, he lifted himself to himself in something resembling a sewer, with water up to his ankles. The place was made up of dark, cracked stonework pipes running along the walls and ceiling, with torches here and there giving the place an eerie glow.

The pipes himself gave off a glow, the smaller ones glowing a soft blue, and the thicker ones, giving off a harsh crimson. Only the whole place seemed… constricted. Like it was compressed, the pipes were cracked and dented in places, the glow also varied, being brighter in some places and duller and others. It didn't seem right.

He was confused and didn't know where else to go, the last thing he remembered was Orochimaru hitting with some strange technique… some seal… and then nothing. Having no idea where to glow he started walking down the tunnel, fooling some unwritten path. Eventually, he found himself in a large chamber with no clear ceiling, which seemed to reach upwards endlessly.

He continued forward uncertainly, soon spying something in the distance which turned out to be a pair on large golden gates, held together with only a single strip of paper with the Kanji for 'Seal' (封) on it.

Naruto now had a pretty clear idea of where he was, and his thoughts were only confirmed when a single baleful crimson eye opened in the darkness.

"**So, it's you, the jailer comes to meet his prisoner at last." **A loud, deep, gravelly voice spoke as the darkness lifted revealing a gigantic fox with rabbit-like ears and orange-crimson fur, nine swishing tails trailing behind it.

"You're the Kyuubi aren't you? This is the seal." It was a statement, there was no other place this could be, though he was surprised to find himself in the presence of one of the Biju, and the strongest no less, he wasn't really afraid. Which surprised him honestly.

"**Hmmm… Ningen, come closer."**

"I'd prefer not to be eaten so, no thanks."

He huffed, **"Well, at least you're not a complete idiot… and you've been interesting lately so there's that."**

"So, you can tell what goes on outside?"

"**Sometimes, better than my previous containers at least, more comfortable too, despite how it is in here."**

"You've been sealed before?" Naruto wasn't aware of that, it made him wonder about some things. "What was the last one like?"

"**Why should I tell you? I have nothing to gain from it."**

"Why not?" Naruto shrugged, "Though, I suppose you don't have to tell me if you don't want to, not as if I could ever force you to do anything. I suspect you may not be happy with me, being your container and all, seeing that you're not anything like imagined you to be."

The Kyuubi cocked its head slightly in surprise, **"What do you mean?"**

"Well, you seem to be intelligent, and if you're intelligent, you must have feelings. Even then, I would have you to be just a mass of rage and power, but that doesn't appear to be the case, or maybe I've just caught you in a good mood." Naruto rubbed the back of his head nervously as he spoke to the massive Biju.

"…**You are strange, most in your position would be either groveling at my feet, running for their life, or making demands of me…" **He seemed honest confused to Naruto; He had lifted his head to peer more closely at the blond with his head cocked slightly. **"You're too polite, too nice, and I can't sense any sort of deception coming from you. Why?"**

Naruto took a moment to respond, thinking about his answer, "I put a lot of thought into what I'd say when we met, I knew I would have to eventually, if not through me just doing so by accident, like now, then out of necessity, I knew would eventually meet.

"At the start, I wanted to just rage and yell at you for making my life the way it is, maybe I'd just charge in here and demand you let me use your chakra like some idiot, calling it rent, that and plenty other scenarios… Now, I find myself here, and I can't hold any of that against you, you didn't want this any more than I did, it would be fair. You're obviously an intelligent being and as far as I can tell… somewhat peaceful if you want to be. So, I guess… somewhere along the line… I decided to just treat you how I would want to be treated in your place."

The Kyuubi just stared for a long minute, like he was trying to solve a particularly difficult problem before he started… laughing? He roared with laughter for at least a solid thirty seconds, making Naruto a little nervous, before he finally calmed down **"Hahaha… You sure are an interesting little Ningen. I haven't met anyone like you in a very long time."**He put his head back down to Naruto's level, laying on his front paws, looking Naruto right at Naruto. **"Hmmm, well I suppose I don't mind telling you about my previous container's… They were both the same… one after another. I was suspended in the air and chained to a small moon by chains with spikes pierced through my tails and limbs…"**

Naruto cringed, _that_ sounded incredibly uncomfortable, he could see why he might have been a little more content with the new one. "That's… Well, that sounds horrible…"

"**Yeah, pretty much, at least this one allows me to move around a little, even if it's only this much…"**

"Who were they? If you don't mind me asking.

"…**Hmmm… Well, they were Uzumaki like you… The first Uzumaki Mito, wife of your Shodaime Hokage, that damned Senju Hashirama… and the second was your mother… Uzumaki Kushina."**

Naruto was a little shocked, the others were Uzumaki too? His mother was the container before him too? He had always thought that his name was just something given to him, but there was apparently something more to it than that, and the fact the Shodaime's wife was one too… there was definitely more… "That's… I don't even really know what to say to that… Thanks for telling me."

"**It makes no difference to me, I'm just tired at this point, after a hundred years of it… Like I said, at least you're interesting."**

Naruto didn't exactly know what to say, this whole conversation was confusing to him, he didn't expect the Kyuubi to be like he was. He was curious and sarcastic, rather than angry and murderous. "Still thanks, it's brought up a lot of questions, I'll have to do once I awake… what is this place anyway?"

"**I guess you could say it's like your mindscape, a physical representation of your mind…"**

"I guess that makes sense… except something seemed off like it's broken or compressed."

"**Hmmm, something happened when that snake bastard used that seal on you, my chakra feels compressed… no doubt your control will be shot too, you'll have to get that removed. Make sure you don't die, because if you do, I do, and I don't feel like dying."**

"Well… fuck. That'll be a problem." Naruto muttered to himself. "Orochimaru said _Gogy_ō_ Fūin_, I haven't heard of it, but it was an odd-numbered seal, being five in this case, over your seal, which looked to be eight… so it must be disrupting your chakra along with my own… shit."

"**That seems to about sum it up… at least your smarter than you were, what I did get out of you from before… it was embarrassing…"**

Naruto cringed, he was realizing how stupid he used to be and was determined not to fall back into that. "Well, I'm better now at least…"

He snorted **"Yeah at least there's that… ever act as stupid as you did before and I'll eat you…" **He perked up for a moment. **"Something is going on outside, I can't tell what with my sense dulled as they are right now, I suggest you go now.**

"Okay, I'll try and come back here soon… how do I get out actually." He said after a second.

"**It doesn't matter to me, just will yourself out."**

"Thanks." He grinned as he disappeared from the mindscape, leaving Kyuubi alone looking at where he was before.

"**You're are a strange one." **He said seemingly to himself as darkness flooded the chamber.

* * *

_**Yes, Kyuubi is a bit different than many of you may have expected but don't jump to conclusions yet. He won't be immediately helpful but he won't a complete hindrance or asshole either. I don't see the point in it for him to be that way. Next chapter might take a bit longer to get out, I'm a bit stuck at the moment, expect two weeks but it could be sooner if inspiration hits. I'm also open to suggestions if anyone ever would like to give their input but no promises. Thanks for reading, R&R.**_


End file.
